Everyday Life as a Superhero in Another World
by TheoremsEverywhere
Summary: Ravaged by the threat of the Grimm, underground wars, and the White Fang alike, the world of Remnant cries out for the help of huntsmen and huntresses everywhere. To answer this call, fate sends aid in the form of a young hero from another world. Except it certainly didn't ask for permission, instead leaving a confused Peter Parker to try and figure out why the universe hates him.
1. Chapter 1: One Rough Night

"Professor Ozpin."

The headmaster of Beacon Academy glanced up from his paperwork, eyes settling on a blond woman that stood before him, arms crossed and brow furrowed; Glynda Goodwitch, his trusted friend and fellow staff member at Beacon Academy.

"Yes?" the man asked, taking a sip from his coffee.

Glynda shifted and paused. The movement was minor, almost unnoticeable, but Ozpin knew his colleague well enough to see the telltale signs of unsureness that she gave off.

"I have...news," she said after a moment of hesitation. "I will be completely honest with you; I have no idea what to make of this, but it's definitely something you need to see to believe."

Ozpin raised a quizzical eyebrow, his curiosity piqued. "I see," he said calmly. "And what exactly is it that I need to believe?"

The woman wordlessly handed Ozpin a Scroll. He recognized it as one of the surveillance units linked to his many cameras located throughout Vale and the nearby surrounding countryside. Immediately, a recorded video began playing before his eyes.

The video portrayed a peaceful scene of a cliff side somewhere within Forever Fall Forest, illuminated under the light of the setting sun. With no Grimm or people in sight, Ozpin had been about to question the point of the video when, suddenly, several feet from the edge of the steep cliff, a floating oval of ghastly green materialized out of thin air, breaking the calm of night. The screen flickered and crackled upon the appearance of the 'portal', almost as if the signal had been disrupted.

The green anomaly alone had been enough to give Ozpin pause. However, his eyebrows had promptly shot up when a thin figure, male, by his best judgment, came toppling out of the 'portal' and straight over the edge of the cliff with a surprised yelp and a distinct cry of 'screw you Mysterio'. The green disk vanished moments later, just before the figure reappeared at the edge of the cliff, effortlessly hoisting himself up and examining the spot where the portal had been. He examined it for a minute or so, groaned, and walked out of the view of the camera.

Now, Professor Ozpin didn't often find himself faced with a situation that completely escaped the scope of his understanding. It wasn't often that he looked at a problem and admitted to himself that he just didn't know what was going on. Very, very rarely did a situation arise that left the man genuinely stumped.

This was one of those rare situations.

"...I must say," the headmaster mumbled. "This is certainly a curious development."

"I believe, Professor," began Glynda, "that this is more than just 'curious' An unknown force just deposited an unknown individual for unknown reasons out in the middle of Forever Fall."

"Hmm, well, when you put it that way," Ozpin mused.

"I have yet to bring this up to anyone else," Goodwitch explained. "Only the surveillance team that saw the footage know about this. Nobody who has seen the video knows what that... _portal_ is, or who came out of it."

"I'm not surprised," Ozpin said absentmindedly as he watched the video again. The figure's clothing was immensely unusual. He had a red and blue suit that covered every inch of him, save for his eyes, which had large, pale white lenses concealing them instead. His size and voice marked him as a teenager. "It's not everyday you see something like this. I would have been more surprised if someone _did_ know what this was."

"Indeed," Glynda agreed, her own gaze drifting towards the Scroll. "I understand we are stretched thin, especially with the upcoming start of the school year for new Beacon students, but I would strongly propose investigating this matter. I would have brought this up earlier, but the footage was originally corrupted. One of the technicians went over it just to see if anything came up and..."

"And we find that we have a strange visitor," Ozpin finished. The gray-haired man let out a quiet laugh. "Who would have thought?"

"I came to you right after I asked surveillance to search for him on other cameras," Goodwitch stated without missing a beat.

Ozpin paused. "We're still watching him?"

"We haven't spotted him since this first appearance yet," Goodwitch clarified. "And only the people who originally saw him are still looking for him on the cameras."

Beacon's headmaster went quiet for a moment, folding his hands under his chin as he leaned on the table. The young man who had come from the portal, as well as the portal itself, presented an unknown variable in its purest form. Literally nothing was known about it, and their primary source of information on this phenomenon was almost certainly the unfortunate soul who had tumbled out of it.

"What do you propose?" Glynda asked.

The professor hummed in thought. "Well, we can't just ignore this development, can we?" he asked rhetorically. "And the person who likely knows the most about that portal is currently stumbling around in Forever Fall with only a few hours of daylight left. We'd be fools to leave him out there..."

Ozpin paused and looked up at his friend. "How would you feel about an impromptu rescue mission?"

~X~

 _New York City - Earlier..._

Seventeen-year-old Peter Benjamin Parker hung loosely from ceiling of the wide, spacious room. His chocolate eyes, covered by the pale lenses of his famous mask, hovered over a pedestal standing at the center of the room. Atop it, a glass case housed a browned, ancient stone with foreign characters carved into it.

As much as he enjoyed a good ancient artifact here and there, Peter found himself more concerned with the cloaked figure who was slowly approaching said artifact. The large, spherical dome that the figure wore on his head brought something akin to a nostalgic smile to Peter's lips.

 _My slow evening just got a wee bit more interesting_ , the youth mused to himself, slowly lowering himself closer to the floor, the web line he hung from noiselessly extending from his web-shooters. His backpack, stuffed with his civilian clothing, was both hanging off his arms and webbed to his back. He would have left it outside, but he was in a hurry tonight and didn't want to risk forgetting it and being late. He wasn't going to miss wishing Harry a happy birthday.

But then, he hadn't exactly expected to encounter anything more than a typical burglar or two.

 _I kinda figured Mysterio had better things to do than petty robberies. Looks like even the 'master of the arcane' can't resist the lure of a quick cash grab._

"This can't be it," the 'arcane master' in question mumbled as he approached the stone. "The writings are all wrong..."

Peter's grin widened as he lowered himself further down, now hanging in the open light of the moon that shone through the windows. Mysterio, who had begun carefully removing the glass cover, had his back turned to the advancing teenager.

"Wait," the man whispered in confusion, eyes still glued to the stone. "What is- ?"

Spider-Man chose that moment to clear his throat. "Excuse me, good sir, but you wouldn't be planning on _stealing_ that mystic and magic-looking rock, now would you?"

Mysterio whirled around at the cheerful voice of the masked hero, his movement knocking the glass case off the pedestal. His fists clenched when he saw Spider-Man hanging from the ceiling.

"Spider-Man," he growled. "Why am I not surprised?"

Peter chuckled.

"Could it be you're just used to me beating you at this?" he asked innocently. "We must have gone through this routine a hundred times by now."

Mysterio scoffed while raising his arms, a deep purple smoke gathering around him. "I will have to make sure that _this_ will be the last time," he said as his form began disappearing. Peter reacted quickly, swinging from his web and launching himself at Mysterio. The man vanished in a haze, along with the rest of the smoke. Peter landed on all fours, his digits pressing against the cold hard floor. He glanced up, only to find that the tablet Mysterio had come for was gone.

The youth threw a look over his shoulder when he felt his spider-sense tingle. A golden ball of energy raced through the air at him, accompanied by a sharp crackling. Recognizing the approaching threat as something more than a mere illusion, Peter flexed out of the way in a display of supernatural speed.

"Whoa, that's kinda new," Peter said merrily. "What happened to the classic tactics? You know, the ones where you try to trick me with an illusion and it never works?"

"I wouldn't say it _never_ works," Mysterio replied, raising his arm as a wave of purple erupted from his open palm. It crashed into the museum ceiling, causing the entire structure to vibrate and crack as chunks of material began tumbling down.

Peter looked up and smirked. "Laaaame," he sang. "We both know that's not- "

Spider-Man stopped when he felt a familiar tingling at the base of his skull, but not in response to the shattered ceiling. Mysterio fired several more golden spheres at Peter, and the teen suddenly found himself dancing out of the way. He somersaulted over an antique statue, glancing behind him as some of the spheres impacted and detonated, reducing the ancient work of art to a pile of rubble.

"Oh come on!" he cried as he dodged more of Mysterio's blasts. "You know who they're gonna blame that on?"

"Likely the same person who'll be blamed for stealing this tablet," Mysterio taunted as he lifted his cape. It exploded into a swarm of small, bat-like creatures.

The teen's eyes went wide. "Ugh," he groaned as the swarm of creatures- real, _solid_ creatures- approached. "Not _these_ things again!"

The squeaking and chirping of the mechanical little monsters grew in volume and intensity as they approached. Spider-Man leapt out of the way, firing a long web line into the museum ceiling as he swung across the room. The bats followed him, and, with his attention divided between them and Mysterio, the hero almost missed his cloaked adversary sprint out of the room.

"Oh no you don't," Peter taunted as he swung through the wide open double doors. He let go of the web line, planted his foot on the ground, and burst forward with a pump of his leg. His body shot almost directly over Mysterio, and as Peter passed him, he planted his hands on the man's shoulders and used them to swing himself forward and slow his advanced.

Mysterio grunted in surprised as Spider-Man flipped over him, landing on his feet and, with his hands still on Mysterio's shoulders, used the momentum to throw the villain forward. His spider-sense suddenly went wild and Peter dove out of the way, narrowly avoiding a pair of bats that charged through the air where he had been standing moments ago. The twin creatures exploded in a cloud of sparks and green smoke as they impacted on the floor.

Mysterio, meanwhile, landed some distance away, the tablet clattering out of his hand and bouncing across the floor. The man's fishbowl-encased head snapped up and he exploded into action, scrambling to his feet and charging after the tablet.

Spider-Man, who had begun leaping across the room to avoid the bats, smirked and shot a web line at the tablet. It attached, and he jerked the ancient stone out from beneath Mysterio's fingers as the man attempted to grab it.

"Sorry, Misty, souvenirs can be found at the gift shop up front," the teen joked as he reeled the tablet in. "I'll drop something off at your jail cell though, don't you worry."

The illusionist jerked around to face Spider-Man and fired a blast of purple energy at the hero. "Stop your incessant prattling!"

"Harsh words," Peter replied with mock hurt while twisting out of the way of the energy that arched through the air at him. He landed on a pillar, effortlessly webbed the tablet to his backpack, and, all in one fluid motion, jumped off, avoiding the continued assault of the bat creatures.

His spider-sense, however, blared suddenly, and Peter gasped when the tablet began to glow an eerie green. Sensing the danger, he frantically tore it off, along with a chunk of cloth from his backpack, and threw the stone away from him. It landed some distance away, now humming and shaking madly as if the green light was trying to escape.

Peter's eyes widened when he saw Mysterio make a break for the tablet. The teen grunted and landed on the floor right before leaping at his adversary.

"Watch out!" he shouted as he tackled the man and the two rolled behind a statue, just as the tablet erupted in an explosion of blinding light and force. The statue the two were hiding behind cracked, shook, and began collapsing. Spider-Man saw the falling debris instantly and jumped out of the way, dragging Mysterio with him.

The whole building was shuddering now, and the bats from earlier had been all but incinerated in the explosion. Cracks appeared along the walls and chunks of material- _real_ , this time- began breaking off of the ceiling.

"Alright, everybody out," Peter said hurriedly, his hand still clamped around Mysterio's shoulder. "Bad guys included."

"Let _go of me_!" Mysterio snarled.

Spider-Man rolled his eyes. "Yeesh, you are probably the second fussiest princess I've ever had to- hey!"

The teen was interrupted when Mysterio fired an arch of purple energy at him. Peter was forced to let go, only for the villain to jump to his feet and sprint back to the tablet, now cracked and damaged. "Ugh, some people!" Peter said as he whirled around and fired a web line at Mysterio. It attached to his back, but not before the man wrapped his fingers around the remains of the tablet.

The teenaged hero yanked Mysterio back. Even though he was an enemy, Peter wasn't going to risk letting the man get crushed under the falling museum. However, Mysterio managed to turn around as Peter pulled him in. The man cocked back his arm, his fist still clutching the tablet, which had begun to glow green again.

Spider-Man's eyes widened. "No!" he shouted. "Mysterio, _drop it_! You're gonna blow us both- "

He never got to finish. As the distance between them closed, Mysterio threw the tablet, whether in blind panic because it was about to blow again or on purpose, Peter didn't know. Time slowed to a crawl as the tablet rushed towards Peter. He jumped out of the way, still trying to drag Mysterio out of the blast radius with him, but the ancient stone exploded. A wave of green light raced from the artifact in all directions, engulfing Peter.

However, no sooner had it overtaken him than the light began abruptly retracting. Peter gasped as he felt himself pulled in, shortly before his vision went completely white.

Mysterio, meanwhile, raised a hand to cover his eyes as the wave of green rushed to envelope him. But right before it could swallow him, the green light abruptly stopped and imploded, sucking into a central point as if a black hole had opened where the tablet had been. Then, in a flash of white, it disappeared. _All of it_.

The tablet, the green light, the explosion... _Spider-Man_...It all vanished. Mysterio stood, dumbfounded as he stared at the spot where his enemy had once been. However, he quickly remembered the collapsing museum and prepared to make his escape, but paused to take one final look at the spot where Spider-Man had been.

He shook his head and broke out in a run. He wasn't sure what had just happened, but one thing he did know:

Spider-Man was gone.

* * *

 **A/N:** I know, I know, a Spider-Man/RWBY crossover isn't anything new, but, just, UGH plot bunnies, you know?! Now, the birth of this story does not mean the death of _Oversleep_ , for those coming over from there. I just want to finally get this out of my head and onto paper- or, well, onto a Word document. You get the idea. I do wanna point out, through, that this isn't Earth-616 Spidey. It's just a Spider-Man from an arbitrary universe (so as to avoid time-line issues), but he's still the web-head we all know and love. So, if you lovely viewers enjoyed this, let me know and I'll keep going, cuz this story has been trying to get out of my head and I'd love to have an audience to write it for! Till next chapter!


	2. Chapter 2: Baby Steps

A/N and review responses at the bottom

* * *

"Screw you, Mysterio!"

Those were the first words he uttered after being spat out by the portal. The blinding white had suddenly been replaced by a forest of red- literally- and the feeling of the stone's supernatural pull had been replaced by the sensation of falling.

And it was then that Peter realized he had fallen off a cliff.

The youth, not unaccustomed to falling from high ledges, promptly fired a web line into the side of the cliff. In one fluid motion, he swung himself back towards the rocky outcrop, his adhesive fingertips anchoring him to the surface. He moved up the cliff with natural ease, crawling up and hauling himself over the edge in seconds.

However, he was already too late.

The portal that had brought him here was gone. Peter blinked when he saw traces of green lightning flicker through the air where he had appeared, only to vanish a split second later, leaving the unfortunate teenager alone with his thoughts. He continued staring at the spot for a few more moments before letting out a frustrated groan.

"Wonderful," he mumbled to himself. He took several steps off to the side, his head swiveling as he looked around. "What is this place? Looks like New England."

 _Or an elaborate illusion_ , he mentally told himself. Frowning, the hero stepped up to a short tree. Its leaves were a brilliant red, as was most of the foliage in this place. Even the ground was red because of all the leaves that had fallen. Peter reached out, his hand gently brushing against the bark of the tree. It felt solid, its texture as natural as any other tree.

Spider-Man looked around again. He could feel the wind and smell the air, as well as feel the heat from the setting sun in the distance. "Huh," he said. "Out of all the times I have been mysteriously and inexplicably transported somewhere...this, so far, has been the least unpleasant."

He had no clue how wrong he was.

"But...where is _here_?" Peter wondered aloud. Part of him still entertained the idea of this being another of Mysterio's illusions, but...no, this felt...different.

 _But if it's real, that would mean I'm stuck out in the middle of nowhere..._

Spider-Man sighed and retrieved his phone from within his suit. It looked like he would be very, very late in getting home. He'd need to think of a coverup for Aunt May. Maybe he could say he had been hanging out with Harry and-

Peter winced. Harry. It was his birthday today. The teen sighed. Again, life refused to allow him to be there on time for his friend.

"Sorry, bud," Peter murmured as he unlocked his phone. "I guess a phone call will have to do." That plan, however, was put on hold when Peter read the notification on his phone. No service. He blinked at the message. "Well," Spider-Man huffed. "Not sure why I expected that to work, knowing how much reality loves screwing with me."

Peter glanced at the setting sun. He didn't have much daylight left. At best, he decided he'd have to find civilization. At worst, he'd spend the night in a tree or something.

The young hero analyzed the horizon. All the red of the forest played tricks with his eyes for a moment as the youth searched for any sign of a camp or city. He found nothing that indicated civilization. The forest stretched on in every direction that he looked.

"Nothing in sight," he said to himself. "But staying here won't do me any good either." Peter neither expected the portal to reappear nor did he want to stay in the forest all night. He decided that he'd have to move and hope for the best. If he didn't find civilization eventually, he knew he would eventually run into the problem of a lack of food and water. Staying here and hoping wouldn't feed him once he got hungry.

With this in mind, Peter nimbly leapt off the cliff. He kicked off a particularly long stone on his way down. The movement propelled him forward, and he landed with a roll. Despite the beauty of the forest, Peter's instincts told him to move quietly, not only because of potentially territorial wildlife, but also because he had no clue where he was, and because he was, after all, sent here by the work of a man with historically malicious intents.

With ease born from natural ability, as well as experience and personal training, Spider-Man moved through the forest in silence. It took a bit of footwork and intelligent use of shadows, but Peter was certain that he would be harder to spot than a typical person walking through the forest.

As he moved, the young man pondered how to go about this situation. One question that tugged at his mind was whether or not to remain in his suit. He had his civilian clothes in his backpack- which remained mercifully undamaged after the portal- so he did have a more casual attire ready. The issue was explaining things to whomever he might run into. A part of Peter thought that it might help him to make first contact with any locals while wearing a normal outfit, while another part of him rationalized that there were too many unknowns that came along with this whole forced trip. If anything, keeping the suit and mask on at least helped ensure his identity wasn't compromised.

Deciding to remain in his Spider-Man costume, Peter only shook his head and continued his brisk, steady, and silent jog through the forest of red. And the whole time Peter spent traveling, he was aware of the sun slowly creeping past the horizon and making way for night. The teen was not much of a camper, having spent life in a bustling city like New York, but he realized that, at this rate, he might end up sleeping outside for the night.

He didn't _want_ to stay here any longer than need be, but traveling at night in an untamed area like a wild forest carried its own list of dangers. Top that off with the local trees being too low to web swing from, and Peter realized that he had no quick way to escape a potentially dangerous situation.

Peter's run was then cut short when he caught sight of something in the distance. His eyes widened and he skidded to a stop when he saw a massive shape lumbering about among the trees. Hunched over and moving on all fours, the thing didn't seem to have taken notice of Peter just yet. The boy quietly slipped behind a tree, his eyes glued to the shape.

 _What is that?_

It had a canine head that was covered in a sort of bony exoskeleton with gleaming red markings. The head was supported by a muscular body covered in black fur and more white bone protrusions. It was large; larger than a grown man.

 _Alright, definitely not in New England_ , Peter thought to himself. _But then what is…?_

His train of thought was interrupted when a low growl sounded off behind him, followed by the blaring of his spider-sense. Peter inhaled sharply and dove out of the way, watching as a black, furry hand- not a paw, but an actual _hand_ \- slammed into the tree he had been hiding behind. A wolf creature, nearly identical to the one he saw earlier, stood on its hind legs next to the tree, its burning eyes focused on Peter. Its mouth twisted in a snarl, and Peter could see it was about to open its jaws. In the split second before it could make a sound, he fired a blast of webbing at it. The substance landed on the beast's face, effectively taping its maw shut.

It stumbled back in surprise, its arms rising to tear the restrictive material off its snout, but Peter was already moving. In quick motions too fast for the wolf to follow, Spider-Man fired more blasts of webbing. In moments, the creature had its arms and legs webbed to its body. Losing its balance, the canine fell backwards with a thump. It struggled, thrashing itself about in rage while Peter tentatively glanced in the direction of the first wolf.

The beast was staring back at him, red eyes glowing as it stood at attention.

"Okay," Peter said hurriedly. "Big evil-looking thing knows I'm here."

A wild howl echoed through the forest as the creature threw its head back. It followed up on this battle cry by charging at Peter, tearing through the underbrush as it barreled towards him. Spider-Man braced himself, bringing his fists up as the beast moved to attack him.

Its advance was cut short by a blast of webbing to the face. It let out a confused roar as it tore at the webbing covering the majority of its eyes and snout, only for the sound to be reduced to a pained yelp when Peter rammed his shoulder into the creature's chest. He didn't put enough force into the attack to mortally wound the creature, but it was more than enough to knock the wind out of it.

As the monster went careening into a tree, Peter continued with the attack by spraying his adversary with layers of webbing. In seconds, it was wrapped in a cocoon of white and plastered firmly to the tree trunk.

Peter had no time to make sure the webbing would hold. His spider-sense suddenly went off again, forcing the youth to duck. A black mass flew over his head with an aggressive bark, missing his head, but landing on its feet. Peter whirled to face his attacker, finding another, smaller wolf creature. The thing faced him and let out a violent roar before charging him. It swiped at him with a clawed hand, which Peter effortlessly avoided before retaliating with a kick to its face. The monster yelped at the strike, just as Spider-Man followed up with a punch.

The force of the blow took the wolf off its feet. It landed in a heap, unmoving. Peter webbed it to the ground and leaped back.

 _I must have stumbled onto their territory_ , Spider-Man frantically reasoned. _Which means there could be a whole…_

The hero stopped and slowly looked over his shoulder when he heard a series of low barks. A dozen of the wolf creatures were crawling out of the trees, red eyes gleaming with malicious focus as they stared him down. Two of them towered over the others, and their gaze was especially menacing.

"...Pack," he finished while gulping and chuckling nervously. "Uh, hey guys, you wouldn't believe me if I told you I stumbled into your neighborhood by accident, would you?"

The response he received was a series of threatening growls and barks as the creatures slowly advanced, the smaller ones getting uncomfortably close, while the larger- and bonier- wolves stayed back and circled him.

"Aha, I didn't think so..."

The smaller wolves ran in at once. Peter's spider-sense went wild, and the boy's hypersensitive reflexes kicked in. Time seemed to slow to a crawl for him as he sidestepped the gnarled hand of one of the wolves. At the same time, Spider-Man's own fist enclosed around the wrist of another wolf as it tried to attack him. In one rapid motion, Peter jerked the wolf he was holding forward, flinging the creature at one of its pack-mates as if it weighed no more than a toy. While the two disoriented monsters went tumbling across the ground, Peter leapt into the air and vaulted over another wolf, effectively removing himself from the circle that had formed around him.

He drove his knee into the back of the wolf's head as he passed over it, before blasting it with a layer of webbing while it fell to the ground. No sooner had it fallen than another wolf was charging him. Peter ducked as the creature attempted to grapple with him, instead kicking forward off the ground and driving his elbow into the thing's chest. He could feel the air leave its lungs as the beast sputtered, shortly before he picked it up with a single arm and flung it at one of the larger wolves.

The larger creature, however, barely reacted as its smaller counterpart crashed into it. The beast merely grunted as the smaller wolf bounced harmlessly off it. The unfortunate wolf that Peter had thrown fell to the ground, only for the larger one to step over it as it advanced towards Peter.

The remaining smaller wolves growled and began backing up just a bit to make room for the pair of larger wolves that moved to challenge Spider-Man. The boy cracked his neck and raised his fists, bouncing from foot to foot.

The larger wolf, followed by another of equal size, split up and began slowly approaching Peter from both sides. Spider-Man shifted his eyes from wolf to wolf, though he was still perfectly aware of the group of smaller bipedal canines that still surrounded him. Moments of silence passed as Peter waited for the wolves to attack, although he noted that these two larger specimens displayed much more rationality than their smaller counterparts.

 _Interesting...they stayed back from the start and let the smaller ones test the water with me first._

The large wolf to his left struck first, moving forward with a burst of speed that far exceeded those of the smaller ones, despite its larger size. As Peter moved to face it, the other wolf seized the moment and lunged at him. It couldn't have anticipated Peter's famous sixth sense warning him, however.

The teen decided to play it safe. Rather than block the wolves, he leapt into the air, allowing himself to sail over the swiping claws of the first wolf to attack, simultaneously removing himself from the other wolf's line of sight. The charging creature reacted fast enough, but momentum still carried it forward. It stopped itself from crashing into the other wolf, but in that moment, Peter jumped on its back, raising both fists into the air before bringing them down on the wolf's bony head.

The creature yelped in pain, but remained conscious. It attempted to reach back to grab Peter, who nimbly avoided its clawed fingers by vaulting over the beast, landing on the ground directly in front of it. With its arms still reaching over its back, the wolf had left its chest and midsection exposed.

It seemed to lock eyes with Peter in a moment of realization before the teen planted his foot in the monster's midsection. Hard. The kick took the wolf off its feet, sending it flying through a thin tree. It landed in a heap, its limbs falling uselessly at its side as it lay there, unconscious.

Peter smirked before whirling around to face the other large wolf. The creature, however, was hesitating. It looked him over before it backed up just a little, allowing the smaller wolves to move in. They advanced without hesitation. The smallest creatures, roughly as tall as a man, were moving the furthest forward.

 _These must be the youngsters of the pack. Not quite smart enough to know when to back of. Does that make the two big ones the parents?_

But if that was the case, then why did the supposed parents let their children attack while they clearly hesitated?

 _Some parents_ , Peter thought with a smirk.

The remaining wolves continued to growl and advance. Rather than waiting for them, Peter decided to initiate the attack. The monsters, likely not expecting their chosen 'prey' to strike first, were caught off guard when the first of them fell from a lightning-fast jab to the head from Spider-Man. The second wolf failed to dodge a quick uppercut to the chin, while the third wolf hastily backed off, even if it continued to snarl at Peter.

The two wolves remaining were a smaller specimen, along with the lone large wolf. Standing side-by-side, the differences between the two wolves were like night and day. The smaller not only had less bony protrusions, but was also less disfigured by the numerous growths. The larger one, on the other hand, had bony spikes covering the majority of its body, leaving it a prickly mess of white thorns.

The smaller wolf moved in first, lunging at Peter with a reckless attack. Peter noted that, unlike what he would have expected from a typical animal, this wolf showed no real fear after the defeat of its many pack-mates. It drove on with a seemingly endless desire to maim the teenaged hero.

Said hero only twisted out of the way of the wolf before effortlessly driving his fist into the side of its head, knowing it unconscious. Then, Peter finally turned the lone remaining large wolf.

It stared at him, wicked eyes gleaming as it growled. After several moments of tense staring, the wolf did what Peter had thought it should have done a long time ago: it retreated. Spider-Man watched as the wolf removed itself from his presence, finally seeming to understand that it was truly outmatched by the young man. Peter only smiled and sighed.

As the large creature ran out of his field of view, Peter took a moment to look around at the remaining unconscious bodies of the wolves he had defeated. He found himself frowning and approaching one of the creatures, kneeling down next to it.

"Yeah, Larry Talbot has really let himself go wild," the boy mumbled while looking the creature up and down. "But...what _are_ you?"

With the adrenaline from the fight slowly dying down, Peter took a moment to really ask himself the question. What had he just fought ? And where on Earth were these things even found?

He continued to study his adversary, but his observations were interrupted by the strangest of events. The boy blinked and stepped back cautiously when he heard a faint sizzling emanating from the wolf. Moments later, his eyes widened as the creature disappeared into a cloud of black dust, scattering across the forest. The other unconscious bodies soon followed suit.

A perplexed Peter watched the scene unfold, his gaze passing over the various evaporating bodies. "Um...what?" he questioned aloud. What had just happened? The creatures had been unconscious...right? What prompted them to just vanish like that?

The young hero stood there for another minute before slowly shaking his head. He was confused and curiosity called for answers to the questions he had. However, Peter knew that he had ground to cover if he wanted to run into civilization. Night was approaching, and the wanted to make as much progress as possible. With one final look at the spot where the wolf had once been, Peter left the bizarre scene behind him as he powered forward, but the thoughts of confusion still lingered.

He also noted the fact that the sun was already disappearing over the horizon. He wasn't sure how much daylight he had left, but it probably wasn't a lot. By simple chance, Peter looked over the rest of the sky. On the opposite end of the globe, he could see the light of day ebbing away as the darkness of night crept in. Small, glowing stars had become visible to him, and Peter found himself wondering if he could figure out where he was based on constellations.

And then the hero's jaw dropped as his mind came to a screeching halt.

In the distance hung what should have been a symbol of familiarity and unchanging law. It should have been a sign of comfort, a sign of normality. Instead, it stood as a defying menace, spitting in the face of what Peter would consider normal.

After a series of incoherent what's and how's, Peter finally managed to form a full sentence.

" _What on Earth happened to the moon?!_ "

* * *

 **A/N:** It's one in the morning. I need to be up at seven tomorrow for a trip. Sleep? Pfft, I've got a story to write, and roughly two nights out of my week to focus on it. Sleep can wait. My poorly-managed schedule aside, I had quite a bit of fun writing this chapter, but I won't lie: having Spidey beat up the Grimm equivalent of Skyrim's wolves isn't as exciting as I envision character interaction to be. All the more reason to hurry up and bring our favorite hero to Vale, eh?

 **Dtctr009:** I will try!

 **Runt:** Interestingly, you're right, Peter doesn't often end up on a team in this crossover genre.

 **cabrera1234:** To be determined.

 **Sailor Luck:** Thanks!

 **mrfugen01:** Volume 1.


	3. Chapter 3: Urbanization

A/N and review responses at the bottom

* * *

"Ozpin, I found something."

Glynda Goodwitch may not have been the greatest tracker on Remnant, but as a huntress, she had received training in the art of locating moving targets over ground, and in her humble opinion, she was fairly proficient at it. She had tracked countless Grimm throughout the years over countless missions abroad.

This time, however, her skills were being thoroughly tested.

The character from the portal was no Grimm, and whoever he was, he did _not_ want to be followed. The trail the boy had left behind was practically nonexistent, and as far out as he was from Vale, it would be some time before he entered into an area that was more heavily monitored by Ozpin's network of cameras. Until that happened, however, she was stuck going off of what little the red and blue stranger had left behind in his wake, and the _very_ rare instance in which a stray camera was able to spot him.

"What did you find?" Professor Ozpin's voice asked from Glynda's Scroll.

"I think the boy got into a scuffle with some of the local Grimm," Goodwitch replied coolly. She was standing amidst a small patch of land that had evidence of a fight. The ground was marred with Grimm claw marks, and occasional human footprints dotted the forest floor. One of the trees had a nasty gash in it, likely left behind from a Grimm crashing into it. "There is evidence of a fight between a human- or faunus- and Grimm."

"Any guess as to who won?" Ozpin asked.

Glynda could see neither blood nor a body; if she had to guess, the boy from the portal had made it out without too many issues. "I think it's safe to say that our target walked away alive, perhaps even unscathed. There is no blood or torn clothing anywhere."

"I don't suppose our guest has left us any clues as to where he's headed?"

The blond woman glanced about again. There was a footprint or two that led away from the scene. Glynda frowned at the sight. "If he's heading the way I think he's heading, he will make it to Vale soon. He isn't on a direct course for it, but he'll certainly see it."

The information didn't surprise her, and she knew Ozpin expected this as well. If the boy was sent through the portal with a purpose, they had assumed that Vale was his destination. _Who_ sent the boy through the portal and _why_ they did it were the more important questions at hand.

Ozpin hummed in thought. "Keep looking," he said after a moment, "and stay safe. I will let you know if he makes an appearance on one of the cameras."

"Understood," Glynda confirmed with a nod before looking around at the footprints again.

It was the morning of the day following the official recorded date of the portal's discovery. Glynda had gone out the previous night as soon as Ozpin asked her to search for the boy, but was unable to locate the child. When darkness fell, she stayed a while and looked during the night, but ultimately, she and Ozpin decided it was best for her to return to Vale for the night. The already-scarce trail only grew more difficult to follow at night- not to mention more dangerous.

When the sun arose the next morning, she headed out to the last spot she had searched. After some time spent scouring the area, she had come across the remains of a small battlefield. The evidence was there, but the boy was not.

 _But this fight must have occurred only recently...The child may have stopped not far from here for the night._

Goodwitch glanced at the trees. They probably would have been the safest place to sleep for the night, and there were plenty of them that were large enough to hold a teenage boy. Putting her Scroll away, the huntress decided she would have to check the trees for a sleeping form.

Perhaps she would get lucky.

~X~

Spider-Man silently crawled glanced around the trunk of a tree. His fingers gripped the bark as he flexed his muscles. His eyes were trained on one of several tall, bipedal wolf creatures roaming among the trees. They were no different from the monsters he had fought the night before, and they likely wouldn't be any less aggressive than yesterday's specimens.

 _Easy, Spidey, don't need to alert more of these things after last time._

He had learned that the creatures liked moving in groups. A fight with one of them meant a fight with many of them, which Spider-Man wished to avoid. Peter stealthily made his way through the trees. The wolves hadn't picked up on him yet, and he planned on keeping it that way.

This was his second day in the forest. Following a night of uneasy, but uninterrupted sleep, Peter had awoken to the cruel realization that this wasn't some elaborate nightmare. He was very much trapped in the middle of nowhere.

And with _these_ things no less.

The youth continued his steady crawl through the underbrush and around trees. He had decided that avoiding fights with the wolves would be faster than trying to take them all on. He had no clue how big a pack could get or how many of them there were out there. His real enemy here, however, was time: he had to find civilization before hunger and thirst set in. The creatures would only serve to slow him down.

Spider-Man continued to move away from the pack until he was satisfied that he had created a safe distance between them. Rising to his feet, he continued on at a faster pace. He felt the need to keep up the effort to remain hidden, but he was no longer trying to cover his tracks as thoroughly as before. The process only slowed him down further. Jumping between trees to avoid leaving footprints created too much noise at times anyway, and at this point, he was faster on the ground.

Peter glanced about him with a careful gaze. Spotting no immediate threats, he continued at a brisk pace. His stomach let out a muffled growl at some point during his hike, and Peter winced at the pangs of hunger shooting through him. He was certainly feeling the lack of food.

"If I ever make it back to New York, I'm gonna make it a point to thank Aunt May for all the home-cooked meals."

The teen paused at the thought of his aunt. All jokes aside, the situation was bad. He was trapped in the middle of nowhere with unknown creatures, no food, no water, and no idea how to get home. Aunt May had probably already called the cops regarding his not returning home.

 _I'm sorry for making you worry, Aunt May_ , Peter thought with regret.

The only thing he could do now was search for a town or a city or something. Once he could get an explanation of his whereabouts, he could begin working on a way home.

Peter stole a glance at his cellphone. Service would have been nice too.

Shaking his head at the wishful thought, Spider-Man continued on for some distance before he came to the foot of a short, though steep, cliff. Peter smirked at the thought of the countless people who would have found the obstacle insurmountable. He, however, was not among those people. With no effort on his part, Peter began scaling the cliff, but shortly before reaching the top, a distant screech from behind him caught his attention.

The teen glanced over his shoulder, his eyes widening at the sight of a massive black shape flying in the sky. His jaw dropped at the sheer mass of the creature. It was black, and like the wolves he had seen so often, its body had various white, boney protrusions. A massive white mask covered its face and beak.

"Okay," said a rather nervous Peter. "This is getting a little out of hand. The overgrown chihuahuas with an attitude was one thing, but why is that bird so _huge_?" Spider-Man watched as the creature continued circling something in the distance before flying off. The boy shook his head and returned to his climbing. "Really not liking this forest, or the creepy-crawly- or, in this case, terrifying-flying- things that wander about."

The young hero finished his climb and nimbly jumped up to the top of the cliff. Then, for the first time that day, he was pleasantly surprised.

And massively relieved.

"Oh, _thank you_!" he cried. Not too far away from him, peeking over the tops of the trees, were buildings. Lots of buildings. Rather than a small town or village, like he would have expected to find in a wild forest, he could see a full-blown city. A _large_ full-blown city.

"City means civilization," Peter said with a smile as he increased his speed and began making his way towards the settlement. "Civilization means, well, lots of good things!"

Finally, something had gone his way! Now, Peter could make real headway. All he had to do was get to the city and figure things out from there. And a city of that size must have been developed enough to have radio towers. Hopefully, he would be able to make calls and let Aunt May know that, if anything, he was at least alive.

Peter spared a glance at his phone. Still no service, but hopefully, that was about to change.

Spider-Man made his way over to the city. The closer he got, the more he began to realize that this city was a sprawling metropolis. He hadn't expected it to be _this_ large. Though its buildings were slightly shorter, this city approached New York in terms of size. And out here, that was more than he could have wished for.

Peter, though excited, remembered his original desire for stealth. He kept his wits about him and kept an eye out for more of the wildlife. Not long after initially spotting the city, he ran across another pack of wolves and slowed his pace to sneak around them. Save for a close call where one of the youngsters of the pack nearly saw him, he made it through without incident.

Eventually, the teenager found himself nearing the outer limits of the city. One thing immediately caught this eye. The metropolis was encased in a wall, and if he had to guess, he'd say it was to keep out the wildlife. He paused and glanced at the sky, remembering the flying creature from earlier. "But what good is a wall against something like that?" Peter wondered aloud. With nobody around to answer the question, Peter could only leave the inquiry in the back of his mind and forge on ahead.

As he got closer to the city, he took notice of the loud noise from beyond the wall. It certainly sounded inhabited. Peter smiled at the commotion; it reminded him of New York. At least something in this backwards place had a semblance of normality.

There was no gate or visible entrance in the wall. Peter toyed with the idea of removing his suit and trying to get in through the actual entrance, but then he knew he would have to get past any security and identify himself. Which would be really hard to do if these people didn't speak English. The chance of a language barrier between him and the locals wasn't lost on him. Peter didn't exactly have a full proof plan for dealing with that barrier, but he would figure something out. First order of business was getting into the city, and if Peter Parker couldn't walk in through the front door, then Spider-Man would just have to find another way in.

The young hero in question approached the wall and pressed his adhesive fingertips to it. He began scaling it with a speed that would make even the fastest rock climber jealous. The plan, as far as Peter had established it, was to get into the city, change out of his suit, see if he could contact Aunt May and let her know he was alive, and figure out where he was.

And maybe figure out when and why the moon was broken.

 _And why werewolves seem to be a common pest around here. Locals must have some killer varmint rifles. Or varmint anti-air bazookas for Big Bird and friends._

Peter continued up the wall, mentally running over a list of ideas as to how he would communicate with the locals when something caused him to stop. Spider-Man, by chance, glanced to the side and saw a tall pole, upon which was mounted a lone camera. The device had its lens trained on Peter, following his every movement. The hero stood still for a moment, looking back at the surveillance unit. Camera and hero stared at each other for a moment before Peter did the first thing that came to mind: he waved.

 _Well, so much for getting into the city unseen._

Spider-Man knew there was nothing he could do about the camera now. Whoever was behind it had already seen him. Honestly, though, he wasn't surprised by it. If the people of the city were aware of the creatures outside their wall, cameras were practically a given. So long as the cameras in question didn't watch him remove his mask, he wasn't too bothered by their having seen him. At this point, he just needed to get into the city, find some cover, and change out of his suit. Then he could get some answers.

As Peter reached the top of the wall, he pulled himself onto the edge and took a moment to look at the metropolis. Buildings stood everywhere and wide roads, populated by vehicles of styles he didn't recognize, wove around in between them. He could see people on the sidewalks, and though they were dressed in some rather strange styles of clothing, Peter let out a breath at the sight of civilization.

"Alright," the young hero said to himself as he perched on the wall, the rising sun climbing in the sky behind him. "Time to finally find out where I am."

~X~

Professor Ozpin couldn't help but raise an eyebrow when the red- and blue-clad stranger waved at the camera and climbed onward.

"Glynda," the professor stated.

"Already on my way," Goodwitch replied from the Scroll.

"He's inside the city."

There was a moment of silence from the Scroll. "Already?" Glynda Goodwitch finally asked. "How did he get past the wall so fast?"

"He climbed it," Ozpin said while thoughtfully rubbing his chin. "The interesting thing is that the wall was built to stop climbers. It's smooth enough to stop humans and faunus from scaling it, and hard enough to stop Grimm from clawing their way up. I'm curious as to how this young man managed to stick to it so easily."

Ozpin had caught sight of the character from the portal when he gotten closer to Vale. The professor had more cameras set up around Vale's immediate surrounding countryside, so when the youth made it into that zone, Ozpin had almost immediately located him on the cameras. Even so, the young man was still capable of hiding within the forest very well; Ozpin found that he actually had to work a little to keep his eye on the red and blue boy.

He had recalled Glynda the moment he had located the child. No sense in allowing her to track him through the forest if he had already been found. Now, however, their target was in the city, and Ozpin knew that this could be bad. The professor knew his enemies; it wouldn't surprise him if they had recruited such a young soul to join their ranks, provided he was good enough for them. But whether this particular boy was with the enemy or with a completely different party remained to be determined.

Still, Ozpin believed it was in his best interest to confront this youth, if only to understand just what that portal was.

"It will take me a little while to get to Vale," Glynda informed him. "It might be in our best interest to send someone else to confront the boy before he disappears into the city."

"Perhaps," Ozpin mused. "But if the boy truly doesn't want to be found, and if he's smart, he'll just take off his mask in secret. He can wander the streets and we would be none the wiser."

"That's possible," Glynda replied. Ozpin could practically hear the frown on her face. "So what's our next move, then?"

Ozpin smiled. "We'll have to see and let the pieces fall where they may. If we can track this stranger down and meet him, perhaps even today, then so be it. I will speak to some of the others about this and see if we can find him before he disappears. If not, we will have to find him another day. Until then..."

The professor watched through a camera as the teenager perched on the wall, the morning sun rising behind him. Ozpin interlocked his fingers under his chin. Somehow, he had the feeling that things were about to change with the arrival of this mysterious boy. Beacon's headmaster watched his quarry with a keen eye and asked aloud the question that kept nagging at his mind:

"Just who are you?"

* * *

 **A/N:** So, uh, hi? I'm betting a lot of you guys thought this story- and I- were basically dead. I don't blame you if you did, really. I wasn't expecting to come back to writing after the last chapter. Real life got real hectic over the past few months, but when I found myself with more free time, I thought, why not? Might as well put out a chapter, see if I still have readers, and try to pick up the ole' figurative pen and paper and jot some ideas down. I found that I still really enjoyed it, and hey, I guess this story is back on its feet then! Shorter chapter this time around, but now that Peter's gotten into Vale, the plot can start picking up. Till next chapter, ladies and gents!

 **Review Responses –** I read all reviews, but I respond to those that seem like they are asking a legitimate question or bring up something that I'd like to address. If you stopped by and said something like 'good work' or 'good story', then know that, even if I don't directly respond to you below, you have my thanks!

 **Spoodey:** Thanks! And I love the username haha!

 **mario986:** This Spider-Man isn't from any set universe. He's Spidey, but I didn't tie him to Earth 616 or any other Earth in particular. I don't think I'll connect him to the spider-verse or have another Spider-Man exist on Remnant just because I want to keep Peter in a unique spot. Too many Spider-Men stretches out the attention that I give to each, you know?

 **MajorBrony95:** That's a secret ;)

 **Croniklerx:** Glad you liked it! Hope the future interactions get you on board, then. Yeah, I think some writers do forget that Peter's a genius, but I never really minded unless they made him downright stupid for the sake of the plot or something.

 **Kaine parker:** I don't blame you, bud. Peter is the usual Spider-Man people use in crossovers, and I agree that Kaine Parker is pretty sick (but I'll admit, Pete's my favorite). Funny thing is, originally, this was going to be a crossover where Eddie Brock/Venom got sent to Remnant. But, I ultimately decided to take Peter instead.


	4. Chapter 4: Hostages and Ice Cream

A/N and review responses at the bottom

* * *

Remnant.

That was the name of this place, this _world_. Such an insignificant word in Peter's vocabulary for the past seventeen years now left a myriad of questions in the young man's mind.

Tomorrow marked the end of his second week in this place. Peter had begun to understand early on that this couldn't have been Earth. In retrospect, he should have guessed after seeing the remains of this planet's moon. However, a part of him had refused to believe that he had really been displaced onto another world.

A day or two in the city was all he needed to confirm that this wasn't Earth. Remnant was radically different from his home in a variety of ways, and when Peter began seeing those differences, he began to realize that he wasn't just outside New York anymore.

The faunus had been the first piece of concrete evidence _._

Peter had been surprised to find people with unusual characteristics casually roaming the city. Tails, animal-like ears, and more marked some of these individuals. Peter eventually found out that they weren't some localized group of mutants; they were an entire known sentient species sharing the planet with humans. Last he had checked, faunus weren't exactly common knowledge on Earth.

After discovering the faunus, Peter continued to find more and more differences that set this world apart from Earth. Huntsmen, huntresses, Aura, Semblances... _Grimm_.

The things he had fought in the forest, apparently, were the scourge of this world. What he had witnessed was just the tip of the iceberg, a spoonful from of an ocean of problems. Remnant was overrun with those creatures, and from what he had learned of them, they were _dangerous_ , but they embodied only one of the alien aspects of this world.

These aspects were then contrasted by staggering similarities. This planet had humans, for one thing, biologically identical to their Earth counterparts. English was the main language, but it wasn't called that here – rather, it was merely called 'Basic', denoting the fact that it was the world-wide spoken language and the basis for business, military, education, and more.

If anything, the similarities surprised Peter _more_ than the differences. What were the chances that a world, separate from Earth, had both biologically identical humans and a language identical to one from Earth? It couldn't have been coincidence. The chances of that were indescribably small.

 _And yet here it is_ , Peter thought to himself, glancing at a nearby street. _A world so much like Earth, yet so different..._

The young genius had spent some hours at the library, becoming deeply lost within historical books on Remnant. For a short time, his inner scientist took over, and the boy realized that he was looking at the history and findings of _an entirely separate planet_! His more critical side, however, had reigned in his excitement just a bit and reminded him that he was bearing witness to all this not as a mere observer, but as a stranded and displaced teenager stuck on this new world.

That same critical, serious side of him also realized something else. After having been thrown in here by Mysterio, Peter had no known way back. The stone that had sent him here was not here with him, and he hadn't seen Mysterio come through the portal with him either. If either the stone or the illusionist were on Remnant at all, they must have landed somewhere else. Without them, however, the hero didn't know where to even begin to start looking for a way home.

Neither did he know where to start looking for Mysterio or the stone, assuming that either of them even made it onto Remnant with him.

After a few days of taking shelter in the city, Peter had begun to feel the effects of his being stranded. The currency on Remnant didn't match that of Earth's – lien, it was called – and that left Peter with a very real problem that he hadn't expect to face so suddenly:

Poverty.

He had no money here, no _home_ here, and no income. The problem had grown until Peter realized he was going to starve to death in the middle of a civilized city if he didn't find food or some way to pay for it.

Water wasn't much of an issue. The city, Vale, had public drinking fountains at the park and in certain facilities. It was awkward to have to walk all the way to a drinking fountain across town to ensure his hydration, but Peter knew he didn't have much of a choice at the moment.

Food, on the other hand, was an issue, and as Peter stood in line, silently mulling over his circumstances, he couldn't help the unpleasant feeling that washed over him.

"Next!"

The woman in front of him moved, and Peter hurried forward. He stopped just short of one of several desks, behind which sat a group of several people. A tall, skinny man with darkened skin stood on the opposite side of the desk from Peter. The teenager gave him a humble smile, which the man returned.

"Here, kid, it's not much, but- "

"Cut it in half," Peter interrupted. The man's eyebrows shot up.

"Are...are you sure?" he asked.

"Yeah," Peter said, nodding. "Someone else in this line probably needs it more than I do."

The dark-skinned man eyed him before nodding. He reached under the desk and produced a kitchen knife that he proceeded to wipe off before cutting a small sandwich in half. The cut wasn't perfectly even, but it was close enough. "Here," he said kindly.

Peter nodded in thanks and gratefully took the sandwich. It wouldn't sustain him for long, but it kept him from starving. The same unpleasant feeling from earlier took over and Peter couldn't help but glance at the line of people that had been behind him.

 _Full Hearts_ was a small homeless shelter located some distance away from downtown Vale. The establishment stood in a multi-floor building with cracked walls and dried white paint. The sidewalk that curled along the side of the building hosted a line of people in varying states of dress, most of them with clothing that looked well-worn. Peter noted that, save for a few individuals scattered throughout the line, most of the homeless were faunus.

It didn't matter to Peter that he was bankrupt and without a place to call home; he couldn't sit well with the idea of eating food meant for Vale's less fortunate, even if he was technically part of that crowd. It wasn't that he felt it was beneath him, but because he felt like someone else always needed it more than he did. It was because of feelings like these that Peter refused to take any more than the absolute minimum he could live off of. He knew his physical state would deteriorate eventually if he kept it up, but it helped alleviate the unpleasant sensation he received from eating food that he knew could be going to a family with children.

The hero in him wouldn't allow him to take comfort in his meals.

He also refrained from living at the shelter. Unlike many of the other homeless, Peter could defend himself. Sleeping outside was far from comfortable, but it was more comfortable for him than for someone who didn't have the strength to casually dead lift a Volkswagen. Thankfully, however, Peter had yet to encounter any issues that required him to fight.

"Still," the youth mumbled while moving away from the shelter and taking a bite out of the sandwich. It was surprisingly fresh and included a brand of cheese and meat that Peter couldn't recognize, plus a few vegetables. "I can't keep living like this. I need a job or a way home or- or _something_."

But the question was where to get one. Peter had his New York sate ID with him to prove who he was, but that was useless on Remnant. He had no official documents to use in applying for work. He had already tried, but quickly found that the lack of paperwork was his undoing in the matter, which had left him back at square one.

Peter sighed and took another hungry bite from his sandwich. A third bite finished the measly meal, but Peter was satisfied that someone who needed it more would be helping themselves to an extra helping of food because of him. He shrugged his shoulder to readjust his brown jacket. Though never quite crisp – it had been a hand-me-down from Uncle Ben – the article of clothing was starting to look more worn from the two nights of rain in the last two weeks and the various times he had to use it as a pillow on a cold floor.

His jeans were in only slightly better condition. He was at least thankful they hadn't torn yet. His shirt and Spider-Man suit were probably in the best shape of all his clothes. His shirt was protected by his jacket and his suit hadn't seen any use since Peter took it off on that fateful day when he entered Vale.

The teen sighed at the memory of his superhero alter ego. The past two weeks had been brutal for Peter, so much so that he hadn't found any time for to don the mask. He could barely take care of himself, much less the citizens of Vale. He wanted to help others, it was an instinct deeply seeded within him by this point, but he just hadn't found the opportunity to take time away from his desperate search for a job to go on a patrol. That, and he hadn't run across any crimes in progress yet either. He supposed he had the presence of huntsmen and huntresses to thank for that. Even if their priority was to combat Grimm, they still made an excellent ally to the police

He had yet to meet one of these warriors, but from what he understood, they functioned similar to the various heroes back on Earth. The difference was that the occupation of huntsmen and huntresses was far more official on Remnant than what it would have been back home. The schools on this world for those training to become such warriors were also very public about their enrollment.

Peter had been very curious about the subject, but, again, his priority was finding some sort of employment. His curiosity about this world went unsatisfied for now, but Peter vowed that once he was in a more stable position, he would happily indulge himself and study everything he could find in Remnant.

The youth continued his brisk walk through Vale as he made his way to the more prestigious downtown area. There was a commercial district in that area where countless stores had set up business. The day would be over soon, but Peter knew many of the locations should still be open. If anything, he estimated he had time to visit at least one store, depending on how things went. He had visited several today with no luck, but he still had hope that he might be able to find a part time job to at least sustain himself until he could….until he could…

Peter sighed. "Until I what?" he asked himself. For all his brilliance, the youth had neither the resources nor the knowledge to rip a hole in time and space and send himself back to Earth. "Until I find the stone? Until I find Mysterio? If either of them even came here with me, they could literally be anywhere! They weren't with me in the forest or on the cliff, that's for sure."

Peter would have noticed if a Harry Potter reject with a fishbowl for a head had fallen through the portal with him.

"Then _how_?" Peter questioned. He knew the situation was indescribably difficult to reverse from his position, but he refused to lie down and accept that his whole life and world had just been torn from his grasp. "How do I get home?"

 _Mysterio, if I ever get back there, you and I are going to have a splendid little conversation – during which I will most certainly punch you._

The teenager was then torn from his thoughts at the sight of a small store across the street from him. The title above the doors read _Tukson's Book Trade_. The words meant nothing to Peter, but the sign with big red letters on the store's door was a different story.

"Now hiring," Peter read aloud. The sign gave him a small ray of hope, but he was still aware of the fact that, without official documents, he likely wouldn't be able to secure the job.

"Still, it's worth a try," the young man reasoned as he approached the store.

The store's exterior was neat and well-cared for. The windows were polished and clean, and the outer walls had a rich brown color to them. The store's name was printed in bright gold letters.

Upon opening the door, Peter was greeted with an equally tidy interior. The dark gray walls and the relatively low amount of lighting gave the book store a dark, cozy atmosphere.

 _Odd, though, that a book store would be so dark_ , Peter mused as he glanced at the shelf, noting scores of unfamiliar titles and authors. _How are people supposed to read in this lighting?_

Peter, hands in his pockets, slowly made his way to the front counter. Save for him, the store looked to be void of customers, and the front desk was equally vacant. Peter placed his hand on the bell at the table and rang twice.

"Be right there!" called a masculine voice. The double doors behind the front desk swung open a moment later, and a large, dark-haired man with lengthy sideburns walked into Peter's view, dusting himself off and giving Peter a welcoming smile. "Welcome to Tukson's Book Trade, home to every book under the sun. How may I help you?"

Peter returned the smile. "Good evening! I noticed your sign up front and was wondering if you're still taking strays."

The man blinked, confused, before his expression brightened. " _Oh!_ Yes, the sign, yes. We're still hiring. You interested?"

Peter nodded. "I am."

"Alright then," the man continued, clasping his hands. "Let me grab a few things, and if you want to get your documents in order, you can go grab them and come back to me. Then, we can have a formal interview. Usually, I'd request a written application with the ID, but I've been in need of extra hands around here for some time. At this point, I'd take just about anybody." The man accentuated the statement with a quiet chuckle.

Peter's expression, meanwhile, had soured at the mention of written documents. He had been afraid of this, but he wasn't surprised by it. "I, um, I don't actually have any identification..."

The man – Tukson, Peter presumed, if this was his bookstore – grunted in surprise. "No identification?" he questioned, raising an eyebrow. "Every Vale citizen is supposed to carry one."

"I'm not a citizen," Peter admitted. "I'm new in town and, as of recently, homeless. No money to get legal documents done. No family to take contributions from either."

Tukson's eyes widened. Again, Peter wasn't surprised by the reaction. He didn't plan on lying about that little facet of his situation. Forging ID or other documents would get him in trouble with the law, and he had enough issues as it was. He figured he would try being honest about his economic position with potential employers. So far, he had been turned down, but he knew not every employer was the same regarding the issue.

"You said 'as of recently'," Tukson continued. "Do you have an ID from outside of Vale? Or any documents to go with it?"

"Nothing," Peter replied before shrugging. "Look, I know that I have no way to prove anything to you. I also know the risks involved in hiring someone claiming to be homeless. Paychecks have to be in cash, there are no legal documents for you to give me a background check, et cetera. From your perspective, I could be some crook who just doesn't want to share an ID. Believe me, I get it. But I'm not here to waste your time; if you don't think I'm right for work here, let me know now, and I'll be out of your hair."

Tukson was visibly hesitating. Peter gave him a minute to ponder the situation. When the man held his tongue, Peter gave him a small smile. "I gotchya," he said as he turned around. "I'll get out of your way. Have a good night."

"I'm sorry, kid," Tukson mumbled with no small amount of regret in his voice. His eyes were downcast and he was rubbing the back of his head "But you said it yourself...there are lots of complications with this." He looked up at Peter. "There's a shelter, though, not far from here," he added. "Full Hearts. You may have heard of it. They'll be able to help you out a lot."

He paused before adding: "Good luck."

Peter nodded in response. "Thanks," he said as he made his way out the door. It closed silently behind him, and he let out a sigh. "Guess that's another store off the list."

The sun was already out of sight, and a cold breeze blew past Peter, drawing an involuntary shiver from the young man. He zipped up his jacket and stuffed his hands into his pockets, shoving his chin under the collar of the jacket to stay warm.

Peter figured that, at this point, if he showed up at a store looking for a job, he'd be told to come back tomorrow. It was already late.

"Maybe I'll take a break and call it a night," the boy mumbled to himself. "I've been at this all day."

Making the decision to end his job hunt for the day, Peter decided to look for a place to sleep for the night. He made his way along the sidewalk, weaving in between chatting pedestrians. One thing that he couldn't help but steal second glances at was the faunus population of Vale. He passed many of them on the streets and it continued to intrigue him that Remnant had a sentient species living alongside humans.

Spider-Man's walk was then interrupted when he passed by an electronic hardware store. There were several TVs on display in the front window, but what caught his attention was the small group of people gathered outside the store. Peter frowned and made his way over, just in time to hear a feminine voice on one of the televisions.

"The situation continues to escalate as authorities attempt to draw out the White Fang," the woman, a news reporter, said. The corner of the screen had a logo reading _VNN_. Peter didn't quite recognize the name, but he assumed it was the news station. "Reports list two confirmed remaining hostages in the facility-"

 _Hostages?_

"-one of whom was used by the White Fang as leverage in the initial encounter with the Vale police. Authorities are swarming the scene, but so far have been unable to negotiate a release for the prisoners," the woman on the television continued.

Peter subconsciously tuned the woman out as he glanced at the backpack hanging from his shoulders, where his Spider-Man mask was comfortably housed under a textbook or two, along with his web-shooters.

 _Making an appearance as Spider-Man could throw me into a new world of problems, especially out here, where I don't know how everything works. But..._

"Anybody near the area is advised to create distance between themselves and the scene of the crime, as authorities are unsure whether- "

 _But I can't just_ _ **leave**_ _those people! That's not- that isn't how I-_

"Reports indicate the police traded fire with the White Fang early on in the encounter. One officer was wounded in the- "

 _No, it doesn't matter what world I'm on. Those are still people trapped in there._

Peter glanced back at the TV.

 _But how would I even find them? I haven't seen enough of the city to know where they are, and I don't know the street names well enough._

The young hero was pulled from his thoughts by a distinct whirring sound. He refocused to the television. The screen was displaying an aerial shot of a series of warehouses surrounded by police vehicles. The whirring, he realized, belonged to an engine.

 _Footage like this means they must have some kind of drone or aircraft up there,_ Peter reasoned quickly. _If I can find it from the rooftops, I could be there in minutes…_

An old instinct, planted deep within Peter over years of donning the mask, took hold. The youth slowly backed away from the crowd and ducked into an ally, safely out of sight. After checking for unwanted observers and finding none, Peter's movements nearly tripled in speed as he tore off his jacket and shirt and stuffed them into his backpack. At the same time, he pulled out a familiar red mask, its white lenses staring back at him. In one smooth movement, the mask was on his face, and only a moment later, his gloves and boots were securely fastened, along with his web-shooters.

Spider-Man cracked his neck and swung his backpack onto his shoulders. He would store it somewhere when he was closer to the scene of the crime.

With a powerful pump of his legs, the hero was sailing through the air. He clung to the wall of the building that overlooked the ally and quickly scaled it. Once on the roof, he looked about in the cool night air. The shattered moon, along with the artificial light of an urban metropolis, illuminated the city before him.

The key difference between the architecture of New York and Vale was that, for the most part, Vale seemed to shun skyscrapers. The results was twofold: no high buildings to swing from, and a much easier time viewing the surroundings.

With only the occasional tower to obstruct his view, Spider-Man spotted the commotion from a mile away. A hovering aircraft, very dissimilar in shape to a helicopter, hung in the distance and circled around a singular point. Peter was willing to bet that he had just found his objective.

The shorter buildings that had aided him in locating his target now served to hinder his approach. Without the height of New York's skyscrapers, Spider-Man would be forced to swing much more conservatively. A wild jump or wide swing would leave him dragging across the pavement if he wasn't careful; these buildings were just too small to get any good momentum going. Still, Peter could improvise.

With a deep breath, Peter fired a web line at a nearby apartment complex and stepped off his rooftop. The air rushing past him brought with it a nostalgic feeling as the youth swung from one web line to the next. With each swing, his movements grew quicker as he grew more accustomed to Vale's building style. He heard several gasps and confused cries of astonishment from below as he made his way through the city, but he largely ignored them.

After several minutes of swinging, Spider-Man landed on the side of a crane that he knew overlooked the scene of the hostage situation. The sound of police sirens blaring filling his ears, and a mirage of red and blue lights blinked below him. Peter paid them little mind as he webbed his backpack in place and climbed higher up the crane.

"Alright," he murmured. "Save some lives, punch a bad guy or two, get on TV, take a nap. Sounds like the rest of my night is all planned out."

The young hero, just over halfway up the crane, glanced at the nearest of the warehouses. The entire establishment contained about a dozen buildings. There was a wall encompassing the perimeter of the group of warehouses. Peter realized that it was too high for the hostages to climb over, and the front entrance was likely being watched by the criminals behind this whole ordeal – the 'White Fang', if he remembered correctly.

 _The hostages might get shot if I send them out the front door_ , Peter rationalized. _I'll have to escort them over the wall. Knowing my luck, I'll probably be getting shot at the whole time as well. Joy._

Spider-Man nimbly jumped from the crane to the warehouse below him. He landed as quietly as he could and instantly ducked down. If the police saw him and created a commotion, his element of surprise would fly out the window. The big issue was the aircraft with the spotlight hovering over the area. Thankfully, it could only view so much at once, and Spider-man didn't plan on being part of that view.

Crawling along the roof of the warehouse, Peter made his way over to the nearest skylight. It was a massive window, easily large enough to move a car through. Even though the windows were dusty and didn't allow a perfect view of the warehouse interior, Spider-Man could see well enough to know that the inside of the warehouse was pitch black. Not a light was flicked on. Either the White Fang was keeping its hostages in the dark, or they hadn't infiltrated this particular unit yet.

Peter decided that he would check the other houses first before coming back to search this one. He glanced back at the police vehicles surrounding the front entrance to the warehouse facility. There was an officer up front with a megaphone asking the White Fang to surrender peacefully and face due trial.

There was no response from the White Fang members. Spider-Man continued on, making sure to avoid any potential light sources that would give him away. The next warehouse that he wanted to check had windows stationed just below the roof gutters. From within, Peter could see golden light streaming through.

"Somebody's home," Peter mumbled before checking his surroundings. Nobody had their eyes on him, so he nimbly hopped down from the roof he had been crawling along. He landed on the ground with a soft thump and quietly made his way over to the wall of the next warehouse. As he climbed up to the roof, he made sure to avoid the windows. Though small, someone inside might see him climbing up.

Once on the roof, Peter again made his way over to the skylight, just as large as the previous one, and propped it open as quietly as he could. When it was out of the way, the teenager peered inside. There were boxes scattered throughout the warehouse, and an open central area had been cleared out. A dozen or so figures in matching white outfits and gray masks stood throughout the building. Peter found that the masks, more than anything, reminded him of the boney exoskeleton-like protrusions on the creatures of Grimm.

One thing that struck him as particularly odd, however, was the presence of mechanical parts scattered across the floor. A second look revealed that the parts looked almost like artificial limbs.

 _Robotic body parts? Just what happened in there?_

He pushed the thought aside after a moment of confusion and set his gaze on the center of the room, eyes narrowing slightly at the sight of two bound men kneeling together, just behind a pair of white-clad guards.

"Hostages right in the center of the room," Peter said to himself. "Clever; they're holding them in plain sight of everyone. Any rescue attempt would have to account for being seen by literally _everyone_ in there."

The skylight, too, was positioned in the center of the building's roof. Spider-Man knew that if he lowered himself down from here, everyone inside would spot him instantly. He needed another way to get inside.

 _And another way to get to the hostages…_

The first thought that came to mind was to shut off the lights. However, a new challenge quickly presented itself. A close look at the White Fang members revealed that most of them had visible animal-like characteristics, ranging from horns to tails. Peter knew little about the faunus, but one of the first things he had read came to mind now.

"Night vision," he groaned. "No light means nothing to these guys. Why can't things ever be simple?"

If he remembered correctly, not _all_ faunus had night vision. However, he didn't want to risk it. If he shut off the lights and if even _one_ of the faunus in there had night vision, the hostages would have a gun to their head in seconds, and Peter would have a whole new slew of problems.

Peter gently allowed the glass cover on the skylight to slip back into place and sat back. He made sure to keep an eye on the aircraft. Its spotlight was focused on another building at the moment.

"I can't grab the hostages without them getting shot at," Peter observed. "If there was only one, I might have been able to pull him out of the gunfire and behind cover fast enough, but with two? Too much risk. If I'm too slow, they're the ones that will be paying for my mistake."

Spider-Man was suddenly aware of the increasing volume of a whirring engine. His head jerked up in time to see a light from the sky approaching his position. The young hero's eyes widened and he dove off the rooftop and into the cover of the shadows as the aircraft overhead passed by the building.

Peter watched until he was sure the airship wouldn't turn around before he relaxed. "Close," he mumbled. "Gotta keep a closer eye on that thing."

The boy then paused when he saw a series of metal containers stacked against the side of the warehouse wall. Green and slightly rusty, they looked old and unused. However, they were large – large enough to cover a grown man or two. The sides of the containers had a series of labels on the side, many of which warned against volatile materials.

Chiefly, Dust.

Like with the faunus, Peter's knowledge on the subject of Dust was limited. However, the labels clearly expressed that the materials meant to be housed in the container were explosive. According to the labels, the container, for safety purposes, was reinforced.

"Designed to contain an explosion, huh?" Peter said aloud while studying the container. He gave the wall a once-over and a powerful squeeze with his hand. The metal held. Spider-Man smiled as an idea began to form. "If I can't get the hostages to cover, then I'll just have to bring the cover to them."

Peter grabbed the container and turned it over. It was empty and spacious, definitely large enough to cover two people with. Its metallic structure, though rugged and resilient in design, wouldn't withstand gunfire for long, but Spider-Man knew how to extend that time period.

The young hero knelt down and began spraying the inside of the container with webbing. Its interior was soon covered in white walls of steel-grade webbing. Stepping back, he double checked his work before applying a similar coat of webbing to the majority of the container's exterior surface area.

"Okay...okay, yeah, this can work!" Spider-Man said with a nod before looking to the warehouse. "I just have to get the container up there without the police noticing a giant metal box climbing up the side of a warehouse..."

Easier said than done.

Spider-Man picked up the container without issues. It wasn't too heavy – not for him, at least – and he took one last look at the roof of his target building before considering a good way to get up there and estimating how long he had left until the airship returned. He waited until it was on the other side of the facility.

Satisfied that he had his window of opportunity, Peter knelt down for extra strength to his jump.

"Up we go," he grunted as he pumped his legs and threw himself into the air. The container went with him, and Peter landed on the roof, years of practice helping him to hold his balance under the added weight of the metal box.

He carefully placed it down and moved to the skylight. He knew his opportunity was on a short timer, so he opened the skylight as briskly and as quietly as he could.

"Please work, please work, please work, please work," the young man chanted to himself as he hurriedly grabbed the container and positioned himself.

Taking one final breath, Spider-Man jumped.

Falling through a roof with a giant metal box was far from subtle, and the criminals in the room took all of a split second to notice Peter. However, they couldn't react in time.

Spider-Man aimed the container and at the hostages, the open end facing them. In the time it took for the thugs to realize what was happening, the hero slammed the box down on top of the hostages, shielding them.

The first thing Peter did when the two innocents were under the container was straighten out and fire a pair of web lines at the two nearest White Fang members. Both webs hit the weapons in the thugs' hands before they could fire, and Peter proceeded to yank them out of their owners hands.

"I'll take these!" he called, just as his spider-sense went wild. The youth twisted and rolled off the container as the sound of gunfire filled the air. The container, Peter could see, was holding.

Spider-Man dove out of the way of another storm of bullets and somersaulted over several wooden boxes. Twin web blasts fired from his web-shooters, each finding their marks in the faces of two thugs on opposite ends of the warehouse.

"Hah! My aim's better than yours!" Peter sang as he continued to dodge. A few of the thugs, to Peter's surprise, decided to try something else. Spider-Man blinked as their weapons shifted around with mechanical groans before blades, clubs, or other melee-centric odds and ends replaced the barrels of the guns.

The next thing Peter knew, he was being charged at rather than shot at. Some of the thugs attempted to get to the hostages, but their bullets couldn't penetrate the web-reinforced container and their best efforts couldn't get the heavy boxes to budge.

Peter's attention was drawn back to the series of advancing white-clad faunus. One, a larger man with a pair of horns on his head and an oversized spear in his hand, lead the charge with a battle cry. He opened by throwing the spear, which Spider-Man casually sidestepped with a smile. The punch that followed up behind the spear was just as slow as the spear itself.

Spider-Man viewed his assailant in what equated to slow motion. He raised an arm and batted away the man's initial punch and threw him off balance with a powerful tug. Before the faunus could react, Peter had already thrown him to the ground.

No sooner had he webbed the thug down than Peter's spider-sense blared again. He ducked under a sword swing, courtesy of a shorter woman this time, before planting his elbow into her stomach. She grunted from the force of the blow and stumbled back, only to be greeted with a blast of webbing to the face.

As she struggled to free herself, Peter jumped over a pair of charging thugs, attaching a web line to both their backs. As he landed, he lurched forward and threw both men into a pile of boxes.

"So, uh, this doesn't look like it's going too well for you guys," Peter observed while nimbly avoiding a mace aimed at his back. "I vote you try something else. Peaceful surrender is always an option, yeah?"

" _Die!_ " snarled a female voice.

'Also an option," Spider-Man said with a shrug as he caught a gauntlet-encased fist approaching his face. He retaliated with a kick to the woman's side. The attack knocked her off balance, allowing Peter to follow up with a subduing blast of webbing. "But I prefer my idea to yours."

The remaining men and women were far more hesitant now. Spider-Man realized that they would no longer come to him, and so made the decision to go on the offensive.

And if the thugs didn't like him when he was just defending himself, they would _not_ have a good time when he decided to crank things up a notch.

The first White Fang member he targeted stumbled in surprise when he suddenly found himself face-to-face with Spider-Man. The hero, far too quick for his opponent, jabbed him in the ribs before using him as a springboard, kicking off the man. Before anyone could react, Peter was aiming both web-shooters at a woefully unprepared female faunus. She raised her weapons – a pair of daggers – to try and ward off the red and blue youth, but was simply too slow.

"Easy with the pokey things there," Peter chuckled as a blast of impact webbing knocked the woman off her feet. "Might hurt somebody with those. We wouldn't want that, now would we?"

Spider-sense.

Peter jumped out of the way as the same mace-wielding man from earlier took a wild swing at him. The mace crashed into the floor, just short of Spider-Man's foot.

Peter had been about to make a joke, but a mechanical creak from behind him alerted him to the presence of a gun before his spider-sense did. Peter glanced behind him to see that one of the remaining criminals was pointing a rifle-like weapon at him. Judging from the gears still turning along the weapon, Peter guessed it was another one of those transforming devices.

His spider-sense then proceeded to alert him to two dangers: the projectile exiting the chamber of the firearm and the mace rapidly closing in on him. With fluid movements, Peter leaned to the side, his arm reaching out to grab the shoulder of the mace-wielder. He jerked the man aside just in time to avoid the dart that fired from the other man's gun.

The mace-wielder, disoriented from the sudden movement, completely failed to anticipate the string of webbing that anchored his feet to the ground. He grunted in surprise before Spider-Man kneed him in the chest, forcing him to double over and relinquish his grip on the mace.

One opponent down, Spider-Man whirled to face the remaining thug. He was in the process of frantically reloading his dart gun. That process was abruptly cut short when the gun was jerked out of his hands by a thin strand of webbing.

The man, short and skinny by anyone's standards, looked up and hollered a command: "Get the _hostages_!"

Peter's eyes narrowed at the words and he hurriedly webbed the distracted man up before looking back to the metal box that stood between the hostages and the White Fang members. Gunfire filled his ears, and Spider-Man was forced to dodge in accordance with his spider-sense.

One thing, however, very quickly threw him off. One of the male thugs looked like he had been working on lifting the container. The craziest thing was that the box was actually beginning to _lift_ off the ground. Spider-Man inhaled sharply when he saw more thugs rushing to help lift the container.

"Oh no you don't!" the hero cried before breaking out into a full sprint for the container. He leapt and rolled to dodge the automatic gunfire aimed at him by a distant thug, and the moment the man tried to reload his weapon, Peter fired a blast of impact webbing at him. It hit him square in the chest, knocking the air from his lung and dropping him to the ground, his weapon cluttering to the side. A second shot of web fluid pinned him to the floor.

One of the criminals attempting to lift the container shot a panicked look over his shoulder, just in time to see Spider-Man close the distance between them. Peter grabbed two thugs by the scruffs of their uniforms and threw them back. The container, no longer supported by a total of four grown men, sank back down to the ground, shielding the hostages. Peter kicked another of the criminals aside, leaving only the single, largest one.

The man, sensing that his attempt at removing the container had been fully thwarted, turned around and leveled his gaze at Peter. He towered over the youth, who only barely reached his chest. Spider-Man let out a quiet chuckle.

"Phew, you are _big_ ," he noted. "In the stereotypical gang, you would probably be the big, strong, dumb one."

The man grunted something unintelligible and threw a fast punch, aimed at Peter's head. The movement was quicker than the average person, but Spider-Man was far beyond average. His own arm shot up, catching the balled fist of his opponent and forcefully stopping its attack. Like the speed behind the punch, the strength that went along with it was immense; however, it couldn't quite match the strength of muscles capable of lifting several tons.

Peter smiled at the man whose fist he had in an iron grip. "So, nice day, eh?"

The inquiry was met with a second punch, courtesy of his opponent's left hand. Peter ducked under the blow, his grip around the man's other hand loosening until he no longer held it captive. He lashed out with his leg, his foot tapping the man behind his left kneecap. Peter's opponent buckled from the hit, his leg bending beneath him.

Spider-Man swung around the man, using his moment to grab him by his uniform and throw him away from the container. He pinned the behemoth down with several lines of webbing for good measure before dusting his hands off and taking a good long look at his handiwork.

Several bodies – alive and well – lied about the floor, each under layers of white webbing. There were occasional groans of discomfort among the defeated criminals, but Spider-Man ignored them. He jumped atop the box and did gave the room one last sweep to ensure there were no remaining hostiles. Satisfied, the boy jumped back down and lifted the box from atop the hostages.

Two sets of terrified eyes greeted him. The men were bound at the legs, hands, and mouth. Peter stepped forward and quickly began working on their bonds. The rope was no match for him, and he briskly freed the workers and helped them to their feet.

"Who- what happened?" one of the men asked, looking about the room before his eyes settled on Spider-Man. "Who _are_ you?"

"Just a good Samaritan," Peter chirped happily before his tone turned serious. "Are you two alright? Any injuries?

"I...I don't think so, just a little shaken up is all," the same man murmured, looking around at the defeated thugs.

"Okay, and do you know if these guys took any other hostages?"

"Just two of us," the other man said shakily. Peter noticed his hands, calloused and scarred, presumably from years of hard work, were trembling. "We were in charge of closing the place down for the night. There wasn't anybody else here, at least, not until _they_ showed up." He gestured to the criminals.

Spider-Man nodded. "Okay," he said gently, doing his best to project the friendliest possible image to the hostages. He wanted them to feel as safe as possible under his care. "I'm going to check the back entrance to the building. If it's clear, we're heading out that way and I'll carry you two over the wall and we'll get you to the police outside. If there are more unhappy campers out there, we're heading out through the roof."

The hostages looked up at the open skylight above them at the last statement. Spider-Man proceeded to usher them behind cover and walked over to the back doors. They weren't locked, so all he had to do was push the doors aside. He started by propping them open just enough to peer through and took a good long look around. The area looked clear, and the wall wasn't far away, but Spider-Man could hear voices shouting from among the other buildings in the complex. The other criminals – and perhaps the police – must have heard the commotion from the fight. The youth turned around and motioned for the hostages to come to him.

"Right there," he said, pointing at the wall when the men were close to him. "I'm going to carry the two of you – one at a time."

"We can run together," the shorter of the two hostages stated. There was no aggression in his voice; rather, he sounded almost scared. "I don't think either of us should be left behind..."

Peter winced. The poor guy was still in shock. He didn't want to be left alone for fear of being recaptured.

"Hey" Spider-Man began not unkindly. "I'm a little worried about the bullets that may or may not end up flying at us. I know there will be a short window of opportunity for either of you to get attacked while I'm carrying the other, but if whoever may be out there starts firing at us while we're out there, I might have time to shield only one of you. Trust me, if we start getting shot at, you'll be _glad_ I was carrying you one at a time."

They hesitated, but agreed without further objection. Peter propped the door open further, glanced outside, then picked up the shorter of the two hostages. Spider-Man then bolted across the open area to the wall. He didn't slow when he reached the brick structure, instead opting to jump up and plant his hand on the edge of the wall before safely landing on the ground below.

"Wait here," Peter stated before clamoring back over the wall. He crossed the distance between said wall and the remaining hostage in a heartbeat and repeated the carrying process. Thankfully, there was no more gunfire, and when Spider-Man made it over the wall with his second hostage, he breathed out a sigh of relief.

"Well," the young hero chuckled. "What do you know? That actually worked."

 _And I didn't get shot at while going over the wall! Go figure._

The hostages shot him a dry look and he replied with a sheepish grin and a quiet laugh. "Right then, let's get you gents to the authorities. Hopefully they'll hook you up with some hot coco and a ride home. This way!"

Peter turned and waved for the men to follow. They moved quickly and quietly until they reached the corner of the wall. Lights and sirens blared up ahead, accompanied by a heavily armored van that Peter hadn't noticed earlier. Spider-Man turned to the recently-freed victims.

"Go on," he said, jerking his thumb over his shoulder. "You'll be safe with them. I'll leave you guys to tell them what went down here and be on my way."

"Wait, you're just gonna go?" the shorter man asked. "The police will want- "

"Just let 'em know I said hi," Spider-Man interrupted, already walking away and waving over his shoulder. "I'm sure they'll understand."

"Wait," said the other hostage, prompting Peter to look at him. "You're a huntsman, aren't you?"

Peter hesitated. "Sure, let's go with that."

The man, his expression dead serious, looked Spider-Man in the eye. "There's an ex-huntress or something with these guys," he stated firmly. "She may look like a kid, but I saw what the girl could do; she tore apart the security drones like they were _nothing._ "

"Drones?" Peter asked, intrigued.

"Their parts were scattered all over the floor back there," the shorter of the two hostages interjected. "You didn't see them?"

"I saw them, I just didn't think you guys had, you know, _robots_ guarding the place," Peter replied, raising an eyebrow.

"It's Schnee Dust Company property," the other man replied. "Of course they'd install security to help keep those blasted faunus away from the Dust supply. Didn't have time to reinforce the building, so they put the drones in instead. Which makes it all the more disturbing to admit that the drones were no match for that girl. SDC's security bots are state of the art, and yet she _still_ slapped them around like toys. Look, if the police go up against her, they won't take her down before she manages to put down a lot of good men and women. They need a huntsman."

Spider-Man's eyes narrowed slightly at the idea of a huntress that had turned to crime. He wasn't surprised that, even on other worlds, power could corrupt.

"Where is this girl, and what does she look like?" the young hero asked. He wasn't about to let someone like this run wild and put lives at risk.

"Short," the man grunted. "Has brown and pink hair, carries an umbrella for a weapon."

 _An umbrella?_

"You can't miss her," the ex-hostage continued. "She's in there somewhere. Kid, if you go after her, be careful. She's not like the rest of the guys in there."

"Noted," Spider-Man replied before gesturing to the police cars in the distance. "Now go. Oh, and let the authorities know _not_ to shoot at the red and blue spider guy."

The man grunted out a confused 'what', but Peter had already jumped back over the wall. He landed on all fours, crouching low to the ground to avoid being seen, and silently crept over to the next warehouse after the one he had rescued the hostages from. This unit's windows were dark. Peter guessed the building was empty. He moved on to the next one.

No sooner had Peter stepped past a few containers, however, than he heard a loud shout, followed by his spider-sense screaming at him to move.

And move he did.

Spider-Man dove behind the wall of another building, just in time to hear the metallic _ping_ of bullets impacting on said wall.

"This way!" he heard a new voice shout.

 _Really hoping those guys were right when they said there were no more hostages…_

Spider-Man crawled up the wall he had been using as cover, using it to get to the warehouse roof. With the higher ground in his control, he glanced over the edge of the rooftop to see several white-clad criminals – each equipped with various forms of weaponry – closing in on the spot he had been sitting in.

Peter smirked as he watched the thugs group up and slowly edge around the corner. He silently crept to the side, making sure that each thug's back was facing him. Satisfied with the position, Spider-Man rose over the wall, aimed his web-shooters down at a pair of thugs, and fired.

The first two men he aimed at found themselves suddenly and abruptly pelted by multiple projectiles of adhesive webbing. In a split second, two White Fang members were completely immobilized, their limbs bound to their bodies by Spider-Man's webs.

Peter had enough time to partially web up one more opponent before his spider-sense went wild. The boy ducked down to avoid a stream of bullets aimed at him by the criminals below.

"Get him!" a male voice shouted.

" _Don't_ get him!" Peter shouted back, continuing to duck under the wall.

"Someone get a ladder! Let's box him in!"

 _Ah, the never ending joy of bad guy plans…_

Spider-Man, crawling on his stomach, made his way over to the other side of the building's roof. He peeked his head over the edge, only to yelp and duck when a White Fang member saw him and emptied his magazine at him, shouting something to his fellow criminals.

"Surrounded," Peter grunted, frowning. "Guess the only way to go is down." The young hero then jerked at the sound of a metallic thump. He pressed his lips together at the sight of the top of a ladder peeking over the far end of the rooftop.

"Down it is," the boy mumbled hurriedly while quickly crawling to the building's skylight. Unlike the other one, it was locked, but he solved the issue by raising his fist and bringing it down with enough force to destroy the glass. It shattered under the power of the teen's superhuman strength.

Peter quickly forced himself through the whole in the glass, expertly avoiding the broken glass on the edges of the window frame. He dropped to the dark warehouse's floor, landing with a muffled _thump_. Spider-Man immediately looked up at the window and fired a layer of webbing at the hole he had created to buy himself some time to think before the White Fang made it into the building.

"Okay Spidey, you're surrounded by angry people with guns and a score to settle. What to do, what to do?"

Spider-Man put a finger to his chin and backed away from the center of the room. If the White Fang got in here before he had a plan, he at least didn't want to stand out in the open for them to shoot-

 _"Scanning unidentified personnel."_

"WHO IN THE WHA-!" Peter screeched, startled.

 _"Identification unsuccessful. Intruder, identify yourself."_

A series of red lights came to life around Peter, bathing the room in an eerie crimson glow and revealing a series of humanoid silhouettes along the far wall. The young hero gulped when he remembered the security measures that had been installed in the facility.

 _Drones…_

"Oh boy," Spider-Man mumbled nervously. "Um, hi, I'm Spider-Man?"

A chorus of metallic steps echoed through the building as the drones stepped off their pedestals as one.

 _"Unrecognized designation. Initiating capture and subdue protocol."_

Peter gulped at the sight, just as the sound of footsteps on the roof thundered above.

"He's inside!" cried a voice, muffled by the ceiling between it and Spider-Man. Peter blinked and smiled as an idea came to him. The group of drones, their details difficult to make out past the glowing red lights on their heads and chests, advanced on Peter. In a split second, their forearms morphed into lengthy blades, and they charged.

Spider-Man moved quickly. If he wanted to pull this off, he'd have to time it right. He vaulted over a pair of drones, dodging their razor blades by inches, and landed behind them, sprinting for the door. He slammed into the gates, fingers digging at the locking mechanism as he tore it apart. It came undone with a shower of metal parts and a loud _crack_.

The young hero forced the doors open, rolling outside as the drones came charging out after him. Spider-Man put some distance between himself and the warehouse before skidding to a stop and turning around. From the rooftop of the building he had escaped from, several heads poked out over the edge, guns aimed at Peter. They stopped, however, when they saw the group of robots.

"Aw, _hell_ ," the lead thug grunted in dismay.

One of the robots paused at his voice and looked over it shoulder before fully turning around.

 _"Multiple hostiles detected,"_ it stated in monotone. The other machines turned around as well, red visors swiveling to face the new threat.

"Have fun, boys," Spider-Man cackled before retreating further into the darkness as the sounds of shouting and gunfire penetrated the night air.

 _Alright_ , he thought. _I've bought myself some time. Now all I need is to-_

The hero gasped as his spider-sense warned him of a rapidly approaching danger. Abandoning all attempts at staying upright, the teenager threw himself out of the way as something long and dangerously sharp plunged into the ground where he had been standing. He jerked around, eyes settling on a thin blade that was tipped with a crook handle.

 _That's an odd looking- oh...Oh._

A petite figure came sashaying out of the blackness of the shadows, stepping gracefully into the light of the shattered moon. She was smaller than Peter, and her face had an almost child-like youth to it. Her hair, pink on one side and a delicate brown on the other, partially rested on and partially fell past her slender shoulders, which were covered by a white jacket, accompanied by dark brown pants. A pair of intelligent, malevolent eyes – one pink and one brown – settled on Spider-Man as the girl picked up the blade.

 _Good grief, the girl's a walking scoop of neapolitan ice cream!_

Said girl slid the metal rapier into the shaft of a pink and white umbrella, the crook handle clicking into place to create the deceptive appearance of an innocent parasol. She smiled at him and gently placed the tip of her umbrella on the ground and leaned on it.

"Awww," Peter drawled. "Look at you! You're all cute and small and you threw a sword at me and you're probably evil!" Peter finished the lengthy statement with a laugh that quickly decreased in volume over its duration. "Oh, why do the pretty ones always have to be like this?"

Spider-Man sighed and put his hands on his hips. "Okay, well, Ice Cream, may I have the pleasure of your name before I turn you over to the boys in blue outside the front door?"

The girl – 'Ice Cream', until Peter could figure out a better name – merely smirked and twirled her umbrella over her fingers while casually strolling over towards the young hero.

"Fine, be that way, I won't tell you _my_ name then," Spider-Man taunted with faux hurt as he raised his fists. "One chance to surrender, Ice Cream, else this is going to- _whoa_!"

Peter was forced to frantically dodge as a lightning fast jab from the girl's umbrella raced towards his neck. He jerked out of the way, batting the weapon aside before his sixth sense went crazy again. The youth dropped to the ground to avoid a high kick aimed at his head, but was then left hurriedly rolling away as the heel of a shoe nearly crushed his nose.

Spider-Man used his arms to handspring away, landing some distance away, his eyes wide.

 _Okay, Ice Cream leaves you with quite the brain freeze. Noted._

The girl smiled and blinked at Peter, which, to his surprise, swapped the colors of her eyes – the right eye was now pink, rather than brown, and the left, brown, rather than pink. Ice Cream raised her hand and beckoned Spider-Man over, the smirk never leaving her face.

Peter frowned and rose to his full height. Hero and villain eyed each other for a moment before Spider-Man moved. He surged forward with a burst of speed, closing the distance between himself and his opponent in a split second. He saw the girl's smirk widen as he cocked his right arm back and threw it forward in a rapid punch.

Ice Cream swung her umbrella around, just as it popped open. Spider-Man's fist collided with the expanded weapon, and, surprisingly, it didn't shatter behind the force. The young hero's vision was obscured by the parasol, but his spider-sense warned him of Ice Cream's right leg rising up, her knee aimed at his midsection. Peter twisted, using his own knee to block the attack before retracting his right arm, his adhesive fingers wrapping around his enemy's weapon in a vice grip. He jerked the umbrella away, but Ice Cream released it as he did so.

Spider-Man stumbled back from the force of his own pull while the girl firmly planted her leg on the ground in front of him. In one fluid motion that occurred faster than Peter had seen anyone on this world move, the short girl pivoted on her leg, aiming a kick at Spider-Man's head for the second time that night in an insane display of flexibility.

 _Crap!_

Peter whipped up the umbrella he had stolen, but he was a fraction of a second too late. The kick collided with his head and he grunted as his head was snapped to the side.

He caught sight of a playful smile spreading across his opponent's lips as she brought her leg up to continue the attack, but this time, Peter was more than ready. He forced himself to move, his right arm coming up just in time to block the short girl's kick. In a split second, he shoved her leg aside, his fingers wrapping around the limb. He threw the umbrella aside, using his now-free left hand to fire a web line at Ice Cream's right foot – the sole limb she was balancing on.

It connected, and in the moment the girl looked down in surprise, Spider-Man jerked her leg out from under her and leapt into the air, dragging her along with him as his web line arched high over his head. He brought the strand – and with it, the girl – to the ground with force that was far from lethal, but far from comfortable for anyone on the receiving end of it.

The web line was aimed at a group of boxes. His opponent would crash into them, and in her moment of disorientation, he would subdue her.

But as the web line neared the ground, there was a flash of white, and Ice Cream _vanished_.

Spider-Man's eyes went wide when his enemy suddenly wasn't there. The web line slowly sank to the ground, flapping in the wind. The boy grunted in surprise, only for a shocked gasp to escape his lips when a familiar tingling at the base of his skull alerted him to an approaching danger behind him. He whirled around, his arm shooting up to catch the foot that had been rapidly approaching the back of his head.

This time, however, Ice Cream was the one who was prepared.

She twisted in place, her heel digging into Peter's palm, and swung her umbrella – she must have picked it up when he wasn't looking – around, the crook handle aimed at Spider-Man's neck. He ducked under the blow, wrapped his arm around Ice Cream's leg, and threw her down.

Somehow, however, she manged to twirl in the air and land on her hands, gracefully back flipping away from Spider-Man and landing flawlessly atop a wooden box in a sitting position, one leg thrown over the other while her umbrella popped open over her shoulder.

"Okay, wow," Peter said, blinking. Ice Cream grinned at him. "Kudos to you. That was smooth as _sin_ ," Spider-Man continued. "Easily the _second_ most graceful crazy woman I've met in the last year."

Ice Cream's grin faltered at being called 'second'. In that moment, Peter fired twin shots of impact webbing. He saw the girl's eyes widen before she leaned away, her back pressed against the box as the web blasts impacted on the wall behind her.

Spider-Man shot a web line at his opponent, but she reacted fast enough to leap from the box, twirling through the air as she honed in on him. Peter flicked his wrist away from the web line and jumped back, just as Ice Cream's feet hit the ground. She pushed on in the attack, opening her assault with a jab at Spider-Man's chest with her umbrella.

The hidden blade within the parasol ejected from the ferrule at the end. The attack, as Peter understood it, was likely meant to surprise him by having the tip of the weapon reach him earlier than he would have initially anticipated.

Unfortunately for Ice Cream, however, spider-sense existed.

Peter's sixth sense warned him of the danger before the devious girl could plunge the weapon into his chest. The hero's hand shot out, avoiding the blade altogether, and grabbed the unexpanded umbrella along its upper half. His opponent may have been quick and agile, but one area in which he outclassed her was sheer strength.

And she was about to learn that.

Spider-Man forced the bladed tip of the umbrella away from himself, rapidly stepping forward into an uncomfortably close range for Ice Cream. He saw her eyes widen a fraction of a second before his fist slammed into her exposed stomach, knocking the air from her lungs. The short girl's grasp on her weapon faltered and it slipped form her fingers. The force of the blow took her off her feet and sent her back quite a bit.

She landed on both legs, one arm wrapped around her midsection, the other planted on the ground to steady herself. Her head snapped up just in time to watch with wide eyes as Spider-Man whirled the umbrella around before bringing it down over his knee, snapping it in half.

Peter heard the girl gasp before he threw the two halves of her weapon aside and took a step forward. "Sorry Ice Cream, it was either the umbrella or me – and, well, frankly, I prefer the umbrella's demise over my own. No offense."

Ice Cream, apparently, had been fond of the umbrella, because her eyes lit up in fury and she stood up, the confident smirk vanishing from her face, replaced by pursed lips and narrowed eyes.

Then she vanished.

Spider-Man twitched, his head swiveling as he prepared for the attack, but none came. He waited for his spider-sense to go off, but it didn't. Either Ice Cream had just made a break for it or-

Spider-sense.

Peter grinned and jumped over a low kick targeting his knees.

 _Or she wanted to throw me off._

"Sneaky," the hero chuckled even as his enemy sprang off the ground, leveling a dark look at him. "You know, I won't lie, Ice Cream, this is pretty fun. Although it's kinda depressing talking to myself the whole time. This cold shoulder thing you're doing really hurts!"

Ice Cream, apparently, did _not_ appreciate jokes. Spider-Man smirked at the way her face morphed into a scowl. "Not a fan of jokes, eh? Alright, alright, I can respect that. I'll try to keep them on the down-low. Or, you know, on the up-high. They'll go right over your head."

She blinked – her irises changed color – before her eyes widened spectacularly at the comment. Peter caught himself chuckling helplessly at his own joke. "Oh geez, I'm sorry, that was horrible. Here, let me make it up to you- "

He was cut off when Ice Cream threw herself at him with newfound speed. Peter yelped in surprise at the furious – yet deceptively youthful – face that was suddenly in front of him and at the slender leg rapidly approaching his stomach.

His arms shot out, hands planting on Ice Cream's knee before it could connect. She forcibly straightened her leg, slamming her foot down and pivoting to send another furious kick at Peter. He raised an arm, blocking the attack, but found himself sliding to the side from the force of the kick.

 _Yeesh, little gal packs a punch when she's angry._

Spider-Man halted his slide and surged forward, throwing a fast punch at Ice Cream. She reacted fast enough to evade it, but Peter pressed on. The masked youth threw another punch, then another, then a fourth, then a fifth, and in the span of a moment, he was throwing punches faster than the average eye could follow.

And so it was a testament to his opponent's power to say that she actually managed to hold her own in the close range fight. She deflected and danced to avoid Spider-Man's blows, for once using her arms rather than her legs to fight. It was clear, however, that she was more comfortable using her legs, and it was for that very reason that Peter forced her into such a close combat situation.

And it was during these moments of discomfort that his enemy experienced that Peter fired a blast of impact webbing. He didn't aim it; rather, he just shot it in Ice Cream's general direction. She panicked and moved in the middle of the fight, even though the webbing had already gone wide of her head. When she had panicked, Spider-Man was given a moment to properly line up his aim, and the next shot didn't miss.

Instead, it found its mark right in Ice Cream's face.

She stumbled back, blinded by the webbing stuck to her face, and as Peter moved forward to subdue her, she surprised him once more with a new trick.

She shattered into glass.

Spider-Man blinked when the web lines he fired – intended to capture the girl – plowed into a mist of glassy pieces of material. His spider-sense warned him and he looked up just in time to catch a pair of legs - one in each hand – that had aimed a double-heeled kick at his face.

No sooner had he caught his opponent, however, than she had spread her legs, her momentum carrying her onward. Spider-Man realized what was happening too late, and Ice Cream forcibly closed her legs, wrapping them around Peter's neck.

She swung around him, throwing him off balance as he fell to the ground, Ice Cream's legs still wrapped around him, her body hovering over the back of Peter's head. Spider-Man grunted before a startling _shhk_ alerted him to Ice Cream's movements.

 _The umbrella!_

Under the light of the moon, Peter was able to make out half of Ice Cream's original weapon rising over him, the bladed tip angled down towards his heart. He relinquished his grip on his adversary's legs, which immediately tightened around his neck. His hands shot up, catching Ice Cream's arms by the wrists, the blade hovering over his chest.

He heard her grunt in effort as she attempted to simultaneously choke him and plunge the weapon into his heart. Spider-Man, however, was stronger. He forced her hands back up and managed to let out a chuckle.

"Not _today_!" he shouted while bringing his knees up to his chest. He threw his body weight forward and forced himself to his feet, carrying his opponent with him. The weapon tumbled from her grasp, and Peter heaved, yanking his arms down and throwing her forward. Her grip on his neck had been strong, but she couldn't quite hold herself against the movement.

She landed on her back, only barely managing to try and stand up before a red boot planted itself on her chest, holding her down. Peter wasn't surprised when she shattered into glass, materializing some feet away from him, her eyes burning.

Spider-Man turned to her and smiled. She was breathing more heavily now – his own heart was thumping – and her once-perfect hair was now beginning to lose its delicate appearance under the weight of the sweat that clung to it.

The two stared each other down for a minute. During the momentary ceasefire, both parties became aware of a sound that was growing in volume, previously unheard during the fight.

"Police!" a voice shouted in the distance. The cry was followed up by a series of commands directed at whatever criminal had been apprehended elsewhere in the facility.

Peter smiled at the noise. "Look like Vale's finest are storming the place. Your gang's toast and I think it's clear who's been winning this fight, Ice Cream." Spider-Man crossed his arms. "Make this easier on yourself – and on me, please and thank you – and turn yourself in. I _will_ web you up and drag you to the cops, but I can appreciate the time it must have taken to put that outfit together and brush your hair and all that, so I'd rather _not_ ruin your appearance by pulling you across this dirty ground. But I will. If I have to. You get the point."

He shrugged. "So...surrender? Pretty please?"

He was bluffing. He had seen her vanishing and shattering abilities; it didn't matter if he webbed her up or not, she could still get away. He could only hope that she had a limit on the ability – perhaps the range she could move before reforming or the amount of times she could use it.

 _Please don't vanish, please don't vanish,_ the teen inwardly pleaded. He was still trying to think of a plan to subdue someone who could move like that.

 _Please don-_ _darn it!_

She shattered into glass. Right before she did so, her eyes narrowed and the ghost of a cruel smile touched her lips Spider-Man raced forward, quickly examining the spot she had been in before he groaned and jumped up to the nearest rooftop, all attempts at stealth forgotten in favor of a better view, and frantically searched for his target. She was nowhere to be found.

"Come on, you couldn't have gone far," he reasoned. "Where _are_ you?"

"Hey, you! On the ground, _now!_ "

Spider-Man turned at the sound of a male voice. A police officer below, dressed in dark blue body armor, had a gun pointed at him.

Peter groaned. " _Not_ the bad guy here! Officer, there's a crazy girl with superpowers running around down here somewhere! She's weakened but she's getting away!"

He could see the officer hesitate as the man got a closer look at him. "Wait, you're that – red and blue suit – yeah! You're that guy the hostages described!"

"And the crazy woman they mentioned is _also_ here!" Peter shot back, still trying to find her. "She's some sort of huntress or something, I don't know, but she's dangerous and she's getting away!"

Spider-Man didn't want to send the police after her. While he could take her on, an ordinary person would not fare so well, even if she was weakened.

"I'm going to go look for her!" he shouted. "You guys just take care of the White Fang!"

The man visibly stiffened. "Kid, I can't let you just _leave_. You were a key witness in all this and we need to get all the information that- "

"And what _I_ need is to stop that girl before she hurts somebody! I won't have whatever damage she causes on my head because I wasn't there to stop her!" Spider-Man didn't wait for a reply, rather, he leapt from the warehouse and shot a web line at the crane he had initially landed on and swung to it. He grabbed his backpack, draping it over his shoulder and leapt out into the night.

That girl, he knew, would be a pain to capture. Her ability to manipulate her own body like that made her an incredibly slippery target. It would be like trying to capture a smaller, faster version of Flint Marko.

Also a much more attractive version of Flint Marko, but that was beside the point.

But as Spider-Man left the scene, he failed to notice one detail. Once outside of the shadows of the warehouses, he swung into the night sky, and as he did so, a lone camera snapped to attention, the lens narrowing as it followed the hero's movements. Once he was outside its vision, the device returned to its normal state, sweeping over a section of Vale, but not without having sent a crucial signal to the viewer on the other end of the line.

* * *

 **A/N:** Action! Reaction! World building! Peter living on the streets! Everything you could want in a chapter all rolled up and presented on a twelve-thousand-word silver platter! And one tired author to top it all off! Anyway, my thoughts: this chapter was meant to act as period of development in Peter's situation as he gets settled into Vale. I didn't want to just throw him into Beacon without first letting him get to know Remnant a little more, but fear not, we will get there very soon!

Regarding the fight against Neo, I imagined that Peter, being a quick and agile fighter capable of delivering _very_ heavy hits, would be her match. I didn't want him to completely destroy her, and I feel like she's certainly quick enough to score a hit or two, but I honestly believe Spider-Man would have beaten her, especially after breaking her weapon.

 **Review Responses** – I read all reviews, but I respond to those that seem like they are asking a legitimate question or bring up something that I'd like to address. If you stopped by and said something like 'good work' or 'good story', then know that, even if I don't directly respond to you below, you have my thanks!

 **MeleeSmasher:** I haven't forgotten about it, but I'm just enjoying this more right now. I probably get back to it eventually.

 **Spoodey:** I can assure you that Peter does, in fact, have a soul. I don't think I'll let him have a Semblance though, if only to prevent him from becoming overpowered. Whether he'll make it back to Earth or settle down and find his 'Mrs. Parker' on Remnant are both secrets!

 **Laxard:** Will Peter unlock a Semblance? I don't think so, because that would make him too strong, but who knows? Things can change.

 **JorgeUzumaki:** I don't mind at all! Personally, I picture this Peter as a younger version of some of the comics' renditions of him, but if you wanna imagine him as Tom Holland, be my guest (personally, though, Holland's my least favorite Spidey; he performed well but, eh, Maguire and Garfield just had this Spider-Man/Peter Parker 'look' to then to complement their acting, ya know?). Anywho, I'm glad I've got your attention, and, regarding pairings, I'll keep that to myself for now. Can't spoil my own story, right?

 **Croniklerx:** Oh brother, I know your pain, and I'm glad to have refreshed you with my humble little story. I am, once again, happy to hear that you are enjoying the storyline, my grammar, and my portrayal of Peter. Oh, and I do believe my digital ink has been where my mouth is (I'll have you know that digital ink has a rather unpleasant taste). And as for your response to my response to your review: Good to know, and yes, indeed they do.


	5. Chapter 5: A Chance Encounter

A/N and review responses at the bottom

* * *

"In other news, a high-speed police chase came to a screeching halt with the interference of the masked vigilante known as 'Spider-Man'. Authorities, after momentarily losing sight of the car, found it upside-down, and the driver – small-time criminal Ewull Stran – left outside the vehicle, unharmed. Police were unable to- "

Professor Ozpin lowered the volume on his Scroll and set the device down on his desk, the screen facing up at him.

 _Why does he do it?_

The news broadcast switched to a picture of a figure perched on the hood of a car as it sped down the road. The image was surprisingly crisp.

"The Vale Police Department continues to deny any connection to 'Spider-Man', claiming that he has no official affiliation with them."

The screen swapped to the image of an aging man with a thick gray mustache. The tag line identified him as the chief of police.

"Kid's wild and unpredictable," the man began. "But I won't deny that he's getting work done. We've got reports of him stopping an armed robbery a week ago, and now he stopped a police chase. Huntsmen are known to sometimes take the law into their own hands to help out, but-"

The man's voice decreased in volume as the feminine voice of the reporter cut in. "Vale's own Signal and Beacon Academies claim to neither know nor have taught the young huntsman, which leaves the question- "

Ozpin decided to shut off the video and set his Scroll aside. This wasn't the first time the news had a story or two regarding Vale's strange visitor, and he doubted it would be the last.

Beacon's headmaster rose from his seat and approached the window of his office. He crossed his arms behind his back as he looked out over the city of Vale. He couldn't help but smile at the metropolis he called home. The city had become more active lately, what with the string of Dust robberies and increased White Fang activity.

And, as of late, with the arrival of 'Spider-Man'.

Though it was just over a month and a half ago, Ozpin recalled the night as though it were yesterday. The _last_ thing he had expected had been for the youth from the portal to make an appearance like that. When the situation with the White Fang and the hostages at the warehouse first began, Ozpin had been aware of it, but he didn't know the details.

Because Schnee Dust Company had purchased the facility, Ozpin had been forced to disable the immediate cameras. His closest remaining camera had only been able to pick up the presence of the police force outside the facility, but couldn't make out the details of the complex itself. It didn't help that the White Fang had disabled many of the outer lights scattered among the warehouses, shrouding the majority of the facility in darkness.

The result was that Ozpin was only faintly aware of what had been going on, and much of his information had come from the news.

However, that had changed when Vale's police stormed the facility.

As they did so, Ozpin's camera had picked up one important detail: a figure escaping the scene.

A figure dressed in a familiar red and blue suit.

Now, Ozpin and Glynda were no fools. The situation was happening on the other side of town, and their target had already proven himself to be quick and nimble. Their chances of actually _finding_ him after the warehouse incident were low.

And it was therefore no surprise when Glynda searched the area and found no trace of the youth. The cameras has picked up some of his activity, but the boy eventually slipped into the shadows.

Glynda, however, hadn't gone with the sole intent of searching for the youth. Rather, she had left for the scene of the crime in order to learn whatever she could regarding the young man from eyewitnesses. What she had learned surprised Ozpin.

He had expected to hear that the boy had been on the side of the White Fang – after all, he was fleeing the scene when the police moved in. Ozpin had been on the fence regarding his opinion of the child; his sudden appearance in the portal and the beeline he made for Vale was suspicious, to say the least, but after seeing the youth at the scene of a White Fang crime fleeing police officers, Ozpin came to believe, with no small amount of regret, that Spider-Man was a new enemy.

The police and hostage reports, however, told a different story. The boy had apparently made an appearance at the scene and proceeded to not only rescue the hostages, but also subdue – not _kill_ , but subdue – the faunus of the White Fang. Not a single one had any lethal wounds.

The hostages in particular mentioned that there had been some sort of huntress present with the White Fang. She had, apparently, been responsible for the destruction of several of SDC's security drones. When the hostages had informed Spider-Man of the huntress and the threat she posed to the police, the youth had apparently gone back to fight her.

She escaped, however. According to one officer, Spider-Man hadn't been fleeing the scene; he was trying to catch the escapee.

The fact that the young man had not only saved the hostages, but also stopped the entire robbery left Beacon's headmaster wondering. Why interfere in the robbery? Was it an elaborate diversion? A case of miscommunication? Or was the child not at all affiliated with the enemy?

But then...who could have sent him through the portal? One woman immediately came to mind, but her portals were red, not green.

That, and her Semblance allowed her to open portals to _people_ , not places. Ozpin had double and triple checked the footage from that cliff in Forever Fall. The scene was devoid of human or faunus life prior to the portal's opening.

Still, Qrow's sister was unpredictable enough that Ozpin didn't remove her from the equation. But how could she have opened a portal without someone there to act as the anchor? Or, if this wasn't her work, then who's?

These questions – and more – had flowed through Professor Ozpin's mind following the incident with the hostages, but it seemed that the red and blue teenager had only just begun.

A few days later, he struck again. This time, Ozpin saw nothing, but merely heard a report. A small robbery had been stopped at the docks. The White Fang were not involved this time around; rather, a small band of criminals had attempted to hijack a ship. They were promptly stopped by the timely appearance of Spider-Man, who, once again, subdued all the criminals.

The situation repeated itself later. More criminal activity had been stopped by Spider-Man.

Ozpin foresaw a pattern and made a decision. He could see the results of what the boy was doing. Criminals were being caught, stolen goods were being returned...lives were being saved. Ozpin made a choice somewhere along the line that he wasn't sure Glynda fully approve of.

He decided to stall any contact with Spider-Man. Rather than try to meet the strange hero, Ozpin would allow him to run his course. He couldn't deny the many positive things that had happened because of Spider-Man's work, and so, even if the boy was some sort of secret enemy – and Ozpin would continue to hold the belief in the back of his mind because of the nature of the boy's inexplicable arrival – Ozpin would see what his actions would amount to. He would, of course, confront him eventually, that he was sure of.

He did have a plan of action for any potential conversation with Spider-Man. He knew what questions to ask and what paths to drive the conversation down in order to get the information he wanted. Until the day came to use it, however, he'd let the young man be.

That decision had been made weeks ago. Since then, Spider-Man continued to make appearances as a vigilante, and each time, someone had a heroic story to tell. _VNN_ used him as story material more often that not. Other huntsman and huntress had done vigilante work like this in the past, and they too found themselves in the spotlight of the public eye. Spider-Man's insistence on keeping his identity secret behind the mask only made him more of a target for Vale's news department, as it gave them more interesting stories to tell.

That, and the fact that he appeared regularly called more attention to himself. Whether Spider-Man knew it or not, he was making the lives of the Vale News Network much easier by providing them with fresh material every week.

Ozpin was then pulled from his train of thought at the chiming of his Scroll. He lifted the device, noting Glynda's caller ID, and answered her call. "Yes?" he asked pleasantly.

"Ozpin" Glynda's grim voice cut in. The headmaster quickly noted the tone of her voice. It was more serious than usual.

"What's wrong?" he asked briskly.

"It's Qrow's niece. She's in danger."

~X~

 _I should have done this earlier_ , Peter thought to himself, a wide grin spreading across his face as he thumbed through a small stack of lien, Remnant's near-universal currency. He hadn't known how Vale would react to him when he made his first public appearance as Spider-Man back at the warehouse, what with the city being situated in another world with different customs. He was pleased, then, to learn that the local news station reported on his appearance as Spider-Man.

Combining news and Spider-Man gave Peter an idea for a semi-stable income. The Vale News Network, like another newspaper group Peter was well acquainted with, wanted pictures or videos to go along with their stories.

And of course, who better to take photos of Spider-Man than Spider-Man himself?

Peter had gone to the _VNN_ headquarters and offered them his photos from appearances following the warehouse incident. He had double checked the prices of a few basic items at some of Vale's stores to get a general idea of how much lien was valued at, and sold his photos at a decent price. By no means did it put a roof over his head, but it did put hot, fresh food in his mouth.

And after weeks of living off scraps, that food tasted _divine_.

The added bonus of selling photos and videos was the fact that this was freelance work; _VNN_ couldn't care less about his lack of an ID – they hadn't even asked for one – and, as far as Peter knew, they didn't know about his being homeless.

The other little upside of the gig was that the man Peter sold photos to didn't utterly despise Spider-Man like his life depended on it. Apparently – and this didn't surprise Peter – he wasn't the first to take on a vigilante role in Vale. With huntsmen and huntresses being not only common knowledge, but also a well-known profession, it only made sense that some would rise up to fight crime in the streets.

The little downside of that facet of Remnant was that Spider-Man was a little less unique than Peter was used to in New York, despite the various heroes that had worked alongside him to protect Manhattan. As such, he knew his popularity wouldn't last for long. Still, after that first night, he began putting the mask on more and more often. It gave him something to do and it let him help Vale in his own unique way.

His measly 'salary' was enough to keep him better fed than before, and the money he was setting aside would eventually help pay for a new camera. His old camera had only survived so long because Peter had taken exceptional care in conserving the battery as long as he could, while his phone had been off for weeks now to save precious energy.

The money he made would also help him buy a chemistry set to make more web fluid. He wasn't exactly planning on being stranded in another world when he had gone to fight Mysterio, and so his supply was beginning to reach critically low levels. He began taking great care with the use of his web-shooters to try and make the webbing he had left last as long as possible, but even so, he was running on near-empty at this point.

He no longer swung through the city to reach a destination unless help was desperately needed, and he tried to minimize his use of webbing during combat, which left him relying on his fists and legs to do most of the work. Life-threatening situations still called for some webbing every now and then, but for the most part, Peter got along with classic right hooks and roundhouse kicks well enough.

"Looks like Spider-Man is gonna be 'Punch-Man' soon. Pretty much all that I'll have left after my ammo runs out _,"_ Peter murmured to himself.

Oh well. He'd think of something. A chemistry set couldn't be _that_ expensive in Vale. With a compound-based – or element-based, he wasn't sure yet – mass-produced energy source like Dust, knowledge of chemistry must have been a useful thing to have in the wake of such a society. A chemist's tools, then, shouldn't have been too hard to come by, right?

"Just gotta save up the money and buy the thing," Peter said while sidestepping an aging faunus man that had nearly walked into him. The youth continued his casual walk through the cold night in search of a particularly hidden alleyway that would let him discreetly climb a wall and reach the roof. He planned on sleeping there for a while and then spend a little time patrolling.

As Peter walked, he took notice of a small store down the street from him.

"From Dust Till Dawn," Peter read aloud. "If that's not a Dust shop, then the sky's not blue. Maybe they'll have a chemistry set in there or something. Might as well check it out and see if it's worth coming back to after I've got the money."

Shrugging and readjusting his backpack, Peter crossed the street and aimed his walk at the store. He noticed, however, that many people were walking away from the building. That, in and of itself, meant nothing, but the fact that many of them were fearfully glancing over the shoulders and hurriedly dialing something into their phones-

 _Scrolls_ , Peter corrected himself.

-put the young hero on edge.

People continued to hurry away from the store. One young woman passed Peter, and he heard her say something along the lines of a 'Roman torch'.

 _Wait, Romans? Does Remnant have- hold on, what was the name of that one guy on the news? Roman something?_

Peter couldn't quite remember, but it didn't matter now. He wanted to investigate whatever disturbance had spooked the locals.

"-ust walked into a shop called From Dust Till Dawn. He's got some armed men with him. Please, you have to get down here _now_!" someone hissed into their Scroll behind Peter. The teen heard nearly every word the frightened voice said, his eyes narrowing slightly.

 _I'm thinking Peter Parker needs to hand the reigns over to Spider-Man pretty soon._

The youth glanced about and quickly slipped away from the crowd and into the shadows of an alleyway. It was littered with empty cans and broken bottles, which Peter had to actively avoid stepping on. His shoes were still wearable, and he didn't need to rip them up now. Making sure he had a moment to himself, Peter ducked down behind a trash can and quickly pulled off his jacket and shirt. He began stuffing them into his backpack, but paused when he heard a thunderous crash and the sound of shattering glass.

"Crap, missing the action here!" he hissed to himself as he redoubled his efforts to change into his suit. It only took him a few seconds, but those seconds felt like hours.

Finally, he threw his backpack aside and pulled his mask over his face. The hero jumped suddenly, the movement alone throwing him high enough into the air to overtake the roof of the building behind him. The hero flipped in the air, gracefully landing on his feet and whirling around before crossing the entire length of the roof in all but a split second. When he peeked his head out over the edge, he did a double take at the sight before him.

Several men garbed in black suits and red ties were standing behind the broken window of _From Dust till Dawn_. There was one notable character among them – a man in a white suit with a black hat that did little to cover his bright orange hair. Spider-Man blinked before his eyes widened in recognition.

"Roman Torchwick," the boy whispered to himself. " _That's_ his name..."

But the most curious part of the situation was who stood outside the store. There was a young girl clad in red with an absolutely _massive_ mechanical scythe held over her shoulder. One black-suited goon was already lying unconscious – or at least, Peter _hoped_ he was unconscious – at the girl's feet.

Then, in a display of mastery of the weapon, the girl whirled the scythe around her body before slamming the tip of the blade into the street, the pavement cracking under the force.

"Oh here we go," Peter mumbled as he rose to his feet. Torchwick said something to his lackeys and they charged out of the store. Out of the four, three had crimson blades and one had a rifle-like weapon in his arms. Spider-Man practically had one foot over the ledge when the unidentified girl jumped up, hand grasping the handle of her scythe, and whirled around before planting a double-heeled kick in the first man's chest. He was flung backwards like a rag doll, to which Peter responded by blinking in surprise.

"Wow," he mumbled approvingly.

But the girl wasn't done there. She jumped into the air, carrying her scythe with her, and landed amidst the remaining three thugs. She pointed her weapon and the _crack_ of a gunshot filled the air. The flare from one end of her weapon signified to Peter that the thing doubled up as a gun. Interestingly enough, the shot wasn't aimed at the thugs; no, the girl used the _recoil_ from the shot to help twirl herself and her scythe as she closed in on the remaining thugs.

The blunt end of the weapon crashed into the side of one goon, sending him flying with a shower of..

 _Rose petals? What in the- ?_

The girl continued with her flawless maneuvers and brought the blunt end of the scythe down on another of the black-suits, leaving him crumpling to the ground with an almost comical shout.

The final thug manged to react fast enough to retaliate. Rather than charge in, he unleashed a torrent of bullets, which the girl dodged by zigzagging across the street in quick bursts of speed by firing her gun and using the recoil to add extra force to her movements.

 _That's gotta be the smartest use of recoil I've seen in a while, but she's firing shots over her shoulder without looking. How does she know she's not hitting anyone?_

Or was she firing blanks that still generated enough recoil to fuel her momentum?

The question went to the back of Peter's mind when the man stopped firing to reload and the red-clad girl crashed into him, sending him flying into the air. She slammed her scythe into the ground and used it to pivot and change directions midair before finishing off the man with a kick to the stomach that sent him bouncing across the ground, right to the feet of Roman Torchwick, who had exited the store during the exchange.

Torchwick dismissively looked down at the fallen thug and sighed, mumbling something before tossing aside his cigar. "Well, Red," he began, raising his voice loud enough for Peter to hear. "I think we can all say it's has been an eventful meaning."

"Looks like the boss of this outfit's making his move," Spider-Man observed, a grin spreading across his face. "Guess it's time for some introductions."

"And as much as I'd love to stick around..." the man continued, raising his cane. "I'm afraid _this_ is where we part- "

"Oh my!" Spider-Man cried with fake admiration, prompting the other two fighters to jerk around in surprise. "Is that _the_ Roman Torchwick?!"

The girl's head snapped to Peter's location, her eyes going wide as she let out a quiet gasp. The young hero noticed that her hair wasn't a dark brown, as he had initially assumed, but rather mix of black and dark red.

Torchwick was no less surprised at the sudden intrusion, though he his eyes betrayed a great deal more aggression than the girl could muster.

 _Bet he recognizes me_ , Peter noted with a smirk. _Probably his goons I've been trouncing lately._

Setting the observation aside, Spider-Man stepped off the rooftop and nimbly fell to the ground. He landed flawlessly and put his hands on his hips.

"You know," he began jollily. "I've gotta ask: what's with the all the crazy double weapons? Your cane's a gun, Red Riding Reaper's scythe is a gun, Ice Cream's umbrella was a freakin' _sword_. I'm feeling like I need to upgrade my web-shooters to web-lightsabers or something to keep up."

"You! You're that spider guy!" he heard the girl in red breathe in astonishment.

Peter turned to her and performed an extravagant bow. "Yup! Spider-Guy, at your service!"

"Oh _boy_ ," Roman's dry, unimpressed voice cut in. Peter glanced back at him. " _You_."

The criminal leaned on his cane and gave Peter a decidedly unfriendly half smile. "Kid, I have heard _legends_ about you from my hirelings. Oh, he came out of nowhere, took out Gilly and Wren, we never saw him coming, boss! Ah, he jumped from the ceiling like some sort of lunatic and blah blah _blah_! Hell, even _Neo_ complained about some clown in pajamas that ruined her night, and friend, Neo's a tough girl to tick off, but hey, somehow, you managed it. Congrats!"

Spider-Man couldn't help but cackle. "Oh! Were those _your_ thugs I was beating down all this time? Sorry about that, I've got this weird thing against criminals and whatnot. I dunno, I just see some creep committing a crime and I feel like I've gotta stop him, ya know? Crazy stuff."

"Indeed," Roman grumbled, his eyes shifting to the girl. "So is this your new sidekick? I find it hard to believe that you two didn't plan this. One brat showing up to cause problems is one thing, but two brats with equally bad fashion sense? You two must have some sort of affair going on behind the curtains."

"The carrot cake cosplayer says _I'm_ the one with bad fashion sense?" Spider-Man asked with a raised eyebrow. "I've officially seen everything." He shook his head before turning to the unnamed girl. "Hey, you with the scythe and the killer cape, what's your name and do you wanna be my new sidekick?"

The scythe-wielder blinked and let out a confused 'huh', drawing a chuckle out of the arachnid hero, who then proceeded to turn back to Torchwick. "Guess that answers that," Spider-Man began, clasping his hands together. "Well, Carrot Cake, in your words, I think we can all agree it's been an eventful evening, but I was kinda looking forward to a good night's sleep, and I do believe the lady needs to be home before some _uncouth_ crowds start walking these fine streets."

Roman sneered. "Oh silly me! It _is_ late, and you two really ought to be getting home!" He raised his cane once more, except this time, it was aimed at Spider-Man. "I do believe, however, that I owe you a little something for all the trouble you must have gone through while stopping all those underlings of mine."

"Oh, heh, that was on the house," Spider-Man replied, though his muscles were tense. Torchwick was about to make a move. "I assure you, my services are free of charge."

Roman's smirk turned cruel. "Then think of this is a parting gift from yours truly."

The tip of Torchwick's cane popped open. Peter realized the lid doubled up as a reticle of sorts. A glowing orb of burning red light fired from the end of the cane, accompanied by a sharp whistling sound. Spider-Man could already see the scythe girl moving out of the way – she was _fast_. Peter, meanwhile, dove to the side as Roman's projectile crashed into the ground, exploding upon impact.

Both red-clad teenagers landed some distance away from the impact site. Spider-Man's head swiveled around, eyes widening when he saw Roman already on the other side of the street, climbing up a ladder.

"Not bad for an old guy," Spider-Man grunted as he shot past the scythe girl. A second later, however, she overtook him in a burst of speed and rose petals. The boy grinned.

 _Showoff._

She reached the ladder before Spider-Man could reach the wall. She pointed her scythe-gun at the ground and fired, the recoil sending her flying high enough to land on the roof.

"Good grief, with recoil like that, the shots that thing must fire probably hit like a truck," Peter commented in wonder before leaping. His jump was enough to carry him to almost the top of the building. He had to grab onto the ledge and vault over, but he made it there a split second after the girl.

"Hey!" he heard her call to Torchwick.

The man slowed his run and clenched his fists. "Persistent," he murmured under his breath.

Spider-Man paused when he felt the roof vibrate under his feet. The rumbling increased in intensity and volume, and Peter's jaw dropped as a helicopter-sized _airship_ rose from behind the building, its engine roaring at them.

"How do you hide something like that?!" he shouted over the noise.

Red raised an arm to shield her eyes from the spotlight that turned on, bathing her and Peter in a blinding beam of white. Spider-Man squinted and twitched under the intense light, only barely noticing Torchwick jumping through the ship's open side door before it ascended higher into the sky. He whirled around, producing a ruby-like crystal from his pocket.

"End of the line, brats!" he shouted before lobbing the crystal at them.

 _A Dust crystal_ , Peter realized.

The gem clattered at their feet, but Spider-Man caught sight of Roman aiming his cane at them again.

The young man's eyes widened when he remembered a valuable lesson he had learned during his work as Spider-Man in Vale: Dust was _explosive_.

And they were on a building.

Peter reacted with all the speed he could muster. He fired several web pellets at Roman with the sole hope of stopping him from firing at the Dust crystal and destroying the building. If the roof caved in, they'd have to rescue whoever was inside, and Torchwick would get away.

Thankfully, reflexes and experience backed by years of fighting as Spider-Man failed Peter not as his shots, though not fully accurate, threw Roman off. The man moved at the worst moment to dodge the projectiles. When the glowing red orb fired from his cane, it went completely wide of the building, crashing instead into the empty street below.

On blast of webbing did manage to pin Roman's hand to the frame he had been leaning on, and Peter took the moment to close in on the ship, throwing himself at the side door. The ship's pilot lurched the aircraft when Spider-Man cot close, and so he couldn't jump high enough to get his feet into the ship, but the leap was more than enough to give him room to grab onto the ledge at Torchwick's feet. Spider-Man's right hand shot out, his fingers wrapped around Roman's ankle before he yanked the orange-haired man out of the ship, the webbing holding down his hand ripping before the strength of the arachnid hero.

The criminal was left dangling in the air, the only thing anchoring him to the ship being Spider-Man's grip. A split second later, Peter heard a gunshot and saw a flash of red. The scythe girl was suddenly standing on the ledge above him, though her balance was off. Peter could tell she had only just barely made the jump.

"Mother of- _fly_! Go, damn it, go!" Torchwick thundered.

When the ship abruptly lurched forward, Peter realized Roman must have been speaking into a microphone to contact the pilot. There was no way anybody would have heard Torchwick's voice from the cockpit over the roar of the engines.

The second the ship began moving, Red, who had only just regained her balance, was forced to rapidly readjust to the momentum of an accelerating airship. Unfortunately for her, the machine shot forward too fast, and she began to slip.

Peter realized, probably before she did, that Red was going to fall. Grunting, he straightened his legs out and stretched them forward. When the ship's momentum forced the girl out of the aircraft, she fell right into his waiting limbs.

The stretch was an awkward one, and his muscles protested at the abnormal angle he forced them to bend in. "Hold on!" Peter grunted as he looped his legs around her arms. She yelped in surprise at the sudden movement. The ship continued to speed up and ascend, and the only thing preventing Peter from falling was his adhesive fingertips.

They must have looked like a ridiculous sight; an airship zooming over the buildings of Vale with a red and blue-clad teenager holding on for dear life with one hand while holding up a criminal in the other and clutching a small girl in his legs.

Spider-Man grunted and attempted to swing his lower body to gain a little momentum. He'd need it if he wanted to get back on the ship. He glanced down at the girl he was holding to make sure his grip wasn't slipping, and as he did so, she looked back up at him.

"Put me down!" Peter heard the girl cry. His eyes widened in surprise.

"Seriously?" he shouted back, his voice partially drowned out by the engines. "I'm trying to keep you _alive,_ you know!"

"I'll be fine!" she replied, her expression serious. "I can help more from the ground than I can from up here! Trust me!"

Before she even finished the sentence, Peter felt something press down on the hand that he was using to hold himself up. Hi gaze snapped up, and the first thing he saw was a pair of slender, pale legs that ended in delicate feet covered in expensive-looking high-heels – one of which stood on Spider-Man's fingers. The second thing Peter noticed was the pair of burning golden eyes that stared down at him from a shadowed face.

Below him, Roman let out a whooping laugh. "Oh you're in for it now, pal!"

"Uh, hi," Spider-Man chuckled nervously, ignoring the criminal. "I know this is an awkward first meeting and all, but has anybody ever told you that you've got lovely eyes?"

The feminine figure's only reply was to raise her arm, her hand open and her palm facing Spider-Man's face. A ball of fire gathered in the center of her palm, steadily increasing in size and heat as it churned and boiled.

"Was I too forward?" Peter squeaked.

"Got a deal for you, kid," Torchwick shouted. "You throw me back up onto my ship, and my cohort here doesn't reduce your head to an ice cream cone on a hot day, _kapiche_?"

Spider-Man glanced back at the orange-haired man, then to the girl, then to the woman in the ship. With each limb preoccupied, he couldn't gain enough momentum fast enough to get onto the ship before the fireball hit him.

"What if I threaten to drop you instead?" Peter asked, directing the question at Torchwick. It was a bluff, of course; he wouldn't drop him from this height when he wasn't sure he could catch him in time.

Roman, meanwhile, only laughed. "I'm more confident in my chances of surviving the fall than I am in your chances of surviving the wrath of my flaming friend."

Spider-Man's gaze fell back to the fiery woman on the ship. "So what's it gonna be?" Roman asked cheekily.

Before Peter could reply, he felt something tapping his leg. He looked down to find the girl mouthing the words ' _let go, please_ ' to him. He didn't feel good at all about dropping her from this height, but she was insistent, and he could already think of more risky maneuvers he could pull without having to worry about a second passenger.

He then glanced at one of the propellers on the craft's wing. Perhaps he could web it up- no, no that was a bad idea. They'd crash into the nearby buildings. People would get hurt. He'd have to land the ship somewhere unpopulated, and that wasn't an option in his current position.

"Fine," Peter began, reaching a decision as he looked up at the golden eyes. "Take him. He was giving me a headache anyway."

In one fluid motion, Spider-Man did two things: he let go of the girl and he swung Roman Torchwick onto the ship. Except he didn't just toss him up there; no, he _threw_ him up there, and he threw him right at the woman. Her eyes widened slightly and she cursed under her breath, extinguishing the fireball and trying to sidestep Roman.

With three of his four limbs suddenly free, Peter effortlessly swung himself up onto the ship. He could hear gunfire from below – presumably the girl using her weapon – but he paid no attention to it. Instead, he aimed himself at Torchwick and threw his weight against him, forcing him to stumble into his accomplice.

The man, to his credit, reacted quickly, and scrambled out of the way, giving the woman a better view of her target. In a split second, she lobbed a blast of boiling flame at Peter. The boy's eyes widened as the fire expanded in size.

Having nothing to take cover behind, Spider-Man swung himself out of the ship, pressing his back against its hull as the ravenous flames burst from the side door. His spider-sense went of a moment later, and the boy inhaled sharply as he jumped from the ship. A burning force field expanded outwards from the aircraft, and Spider-Man could see the woman spreading her arms from inside the vessel, a mysterious energy swirling about her.

Plummeting to the ground, Peter spread his arms to slow his fall. When the force field dissipated, he fired a web line at the ship, sticking it to one of the wings. Acting quickly, Spider-Man clamored up the silky strand.

A gunshot sounded, and Spider-Man saw the fire woman move her hand. Something bounced off her knuckles, and it took Peter a moment to realize that it had been a bullet. More gunfire sounded, and the woman blocked several more shots.

Spider-Man glanced down and saw the scythe girl running along the rooftops, firing her mechanical culmination of blade and gun at the ship.

At the speed she was moving, and at the speed the ship was moving, Peter was more than impressed that she was able to fire her shots so accurately.

"Kids here are crazy," he chuckled to himself before aiming his wrist at the woman and pressing the pressure plates on his web-shooter.

 _Click._

Spider-Man blinked before the realization dawned on him.

"Oh come on!"

His left web-shooter had just burned through its last cartridge. He had been about to frantically check his right wrist-mounted weapon when the scythe girl stopped firing. Whether she had to reload or her gun jammed, Peter didn't know. What he _did_ know was that the moment the girl stopped firing, the fiery fem in the ship turned her attention to him.

She blasted his web line, utterly incinerating the webbing. It went loose in Peter's grip, and suddenly, the hero felt himself falling. He grunted and attempted to slow his fall, but his tingling spider-sense interrupted him.

The woman fired several smoking projectiles that arched through the air, almost as if they had a mind of their own. The turned at various angles, each homing in on Spider-Man as he sailed through the air.

His eyes widened and he attempted to activate his right web-shooter. It worked, but all the nearest buildings were below him, and he could see that he wouldn't be able to change his trajectory enough in time to avoid the fire blasts.

"And here I was looking forward to my continued living!" Peter screamed as he crossed his arms in front of his face and braced himself.

Then, suddenly, an unfamiliar feeling washed over him, and Spider-Man felt himself suspended midair. He cracked his eyes open just in time to see the fiery blasts approaching him, and let out a terrified gasp, just as his vision turned pink.

The blasts exploded as they reached him, but Spider-Man found himself neither burned nor throw by the eruption. Rather, as the smoke cleared, he realized he wasn't seeing things; he was encased in some sort of magenta energy.

He also realized that he couldn't move when he attempted to look over his shoulder. Something, however, slowly lowered him to the rooftops before gently releasing him. The first thing he focused on was the retreating airship, now too far away to chase.

Even from a distance, he could still see the burning eyes that stared back at him, merciless and cruel. The ship's side door closed, and the hero's own eyes narrowed at the sight.

 _That's not the last I'll see of that woman…_

The second thing he realized was that Red was standing not far to his left, looking at something behind them. Her mouth was slightly agape and her eyes were wide in amazement.

"You're a _huntress_ ," she breathed, adoration seeping into her voice as Spider-Man looked over his shoulder.

A bespectacled blonde woman in a white suit and black corset was standing at the edge of the rooftop, her brow furrowed and her lips pursed. She lifted a slender hand to readjust her glasses before placing what looked like a riding crop into her belt and leveling a flat look at Red.

"Can I have your autograph?!" the girl squealed.

~X~

When the woman had informed them that they would be coming with her, Peter agreed for two main reasons. One: he didn't have anything better to do, and two: he was curious. She had introduced herself as Glynda Goodwitch, a staff member at Beacon Academy who had witness much of the fight. It quickly became apparent that she was not pleased with the whole scenario, and her 'request' for them to come with her was more of a heavily implied order. Spider-Man decided to comply and see what would become of it.

He also wanted to understand why she had prevented them from continuing to pursue Torchwick and his friend. Glynda responded by telling them that she had just saved their lives, and left it at that. Safe to say, Peter wanted to know what was going on.

"I hope you two understand that your actions tonight will _not_ be taken lightly. You put yourselves and others in grave danger with how you behaved out there."

"They started it!"

But he was starting to regret his decision. There was only so much reproaching he could listen to from one person.

"I don't care _who_ started it. You two engaged a known and wanted criminal – a criminal known to be powerful, no less – in an open and public area. If that wasn't enough, you proceeded to attempt to confront him even after his reinforcements arrived. Did you consider what kinds of weapons he may have had on the ship? Or who else might have been on board?"

"Wha- but he does this all the time!" cried the younger of the two females in the room, gesturing to the resident costumed hero. "Nobody complains about him!"

"Ah, well, _most_ people don't complain about me," Spider-Man corrected.

"And as you may have noticed," began the blonde woman, glancing at Peter. "I'm not condoning his actions. I'm aware of some public opinions about him, but I speak from the perspective of an experienced huntress watching two young fighters-in-training take great risks and make mistakes that take years to recognize and learn to avoid."

Goodwitch paused to silence the scythe girl – Ruby Rose, as she called herself – from interjecting. The youngster had managed to introduce herself along the journey, in between bouts of rebuke from Glynda.

"All in all," the woman continued. "My opinions of your actions tonight will have to be saved for later. Because of the events that transpired, someone is very interested in meeting you."

"Gee, I hope they're _half_ as cheerful as you," Spider-Man mumbled under his breath, though he did so with a small smile. Ruby snickered and Glynda shot him a dry look before turning to the only door in the dimly-lit room.

"Remain where you are," she said, fiddling with her Scroll. "I'll be back shortly."

As soon as she shut the door behind her, Peter heard Ruby let out a quiet sigh before slumping in her seat. He winced at the dejected look on her face.

"For what it's worth," he began. "I thought you were pretty awesome out there. Official Spidey Seal of Approval."

Ruby tried and failed to hold back a choked laugh. "Thanks," she chuckled before looking at Peter. "And you – you were great! You get the, um, Ruby Seal of Approval?"

"Sweet, there's one life goal off my bucket list."

This time, the red-haired girl laughed out loud. She then turned her chair around to face Spider-Man, her eyes lighting up in curiosity. "So, I saw you on TV once or twice. I didn't think you'd be so..."

"Dashing? Hilarious?"

"...I was gonna say 'young'."

"Same thing," Peter said without missing a beat.

Ruby smiled. "Sooo...are you training to be a huntsman, then? Wait, no, that's a dumb question. Of course you must be training to be a huntsman. How else would you have learned to fight like that?"

Spider-Man perked at the mention of learning to fight. "Speaking of which," he began, leaning on the armrest of his chair. "Where did _you_ learn to fight? I've never seen someone handle a scythe like that. And the recoil momentum scheme you've got going there is something new."

Ruby rubbed the back of her head, grinning shyly. "Oh, it's nothing too special. My uncle taught me everything I know. I was _awful_ at this before he started coaching me, and now I'm all like _ha-chaa!_ "

The youngster made exaggerated motions with her hands, similar to what Peter envisioned a karate chop to look like. He raised an amused eyebrow. "Is your uncle some sort of kung-fu grim reaper or something?"

The girl gave him a confused look. "A what? I mean, he's a huntsman, so he beats up Grimm pretty often, but I don't think he 'reaps' them. Whatever that would mean."

"Nevermind," Peter said, waving her off with a smile. No sooner had he said that than the door to the room swung open. Glynda walked in first, followed by a black-suited man with silver hair. He had a mug in one hand and a tray of cookies in the other. He smiled warmly at the two teenagers before setting the plate and mug down on the table and leaning forward.

"Ruby Rose," he murmured, leveling the girl with a keen stare. "You have...silver eyes."

 _Um…_

"I- um…," the girl stammered, glancing at Peter.

"So," the man said abruptly, rising from the table and gesturing to the Scroll that Glynda was holding up for them to see. There was a video playing on the Scroll, and Peter recognized it as footage from Ruby's fight with the thugs. Spider-Man paused at the thought of a hidden camera that he hadn't seen.

Was it possible that the camera had seen him put on the mask?

"Where did you learn to do this?" the silver-haired man continued.

"S-Signal Academy?" Ruby offered timidly.

Spider-Man blinked. "I thought you said your uncle taught you."

The girl threw him a confused look. "Oh! He's a teacher at Signal."

"Ah," the unnamed man said, smiling. "I do recall a teacher there. A dusty old crow...he's the only scythe-wielder of that caliber who teaches at Signal." The man finished the statement by sliding the plate of cookies right in front of Ruby. She hesitated for only a moment before taking a pastry from the top and popping it into her mouth. Her eyes lit up in delight and she ate another, then another.

Glynda watched, expressionless, while Spider-Man and the only other male in the room watched with amused smiles at Ruby's childlike attraction to the sweets.

After the third cookie, Ruby abruptly froze, her mouth open and a cookie halfway past her lips, and glanced at Peter from the corner of her eye. Her face turned a shade of pink and she laughed nervously before sliding the plate over to him.

"You, uh, you want some?" she squeaked. "I might have gotten a _little_ carried away..."

Spider-Man chortled before grabbing a cookie off the top of the pile. He lifted the bottom of his mask up to take a bite from the hot treat. He did notice that the silver-haired man's gaze turned more serious when Peter lifted up part of his mask, although the he hid the reaction well.

"Anyway," the elder began, looking back to Ruby and taking a seat across from her. "What is an adorable girl, such as yourself, doing at a school designed to train warriors?"

Somehow, Peter understood that the question was rhetorical. If he had to guess based on the rather obvious clues, Ruby was training to be a-

"Well," the girl in question began, lowing a half-eaten cookie. "I want to be a huntress."

 _Called it_ , Peter mused with a small smile.

"You want to slay monsters?" the man asked.

"Yeah! I only have two years of training left at Signal, then I can apply to Beacon Academy," Ruby replied.

Beacon Academy. Peter had heard that name thrown around. Glynda had said they were in a Beacon-owned building when they got here. Spider-Man knew the name through the many times he had heard it mentioned or saw fliers for it. He knew little about the school, save that it was designed to train up-and-coming huntsmen and huntresses.

"See, my sister's starting there this year," Ruby continued, "and she's trying to become a huntress, and I'm trying to become a huntress 'cause I wanna help people. My parents always taught us to help others, so I thought 'hey, you know, might as well make a career out of it.' I mean, the police are alright, but huntsmen and huntresses are just so much more romantic and exciting and cool and just- just- ah, _you know?!_ "

A momentary silence followed Ruby's rapid-fire explanation. Glynda stared on with a disapproving gaze, Spider-Man watched with a tilted head, and the silver-haired man looked on with a smirk.

"Do you know who I am?" he finally asked.

Peter leaned forward at that. He was definitely wondering who the man was.

"You're Professor Ozpin," Ruby said without hesitation. "You're the headmaster at Beacon."

 _The...headmaster?_

Ozpin's smirk widened slightly. "Hello."

"Nice to meet you!" Ruby chirped.

 _Why would the headmaster of Beacon itself want to meet us?_

Ozpin leaned on the desk and placed his hands down, palms laying on the table. "You want to come to my school?" he questioned.

"...More than anything," Ruby whispered.

Beacon's headmaster smiled and glanced at Glynda. The woman grunted and rolled her eyes. Ozpin's smiled didn't falter and he turned back to Ruby with a faked sigh.

"Well, okay."

Spider-Man blinked.

 _Hold up, what?_

Ruby's smile, having been plastered on her face since describing her dream job, proceeded to slowly grow bigger. Realization dawned on her face, followed by shock and disbelief. Finally, the inevitable happened: she leapt from her chair.

" _Really?!_ " the girl screamed, practically bouncing in place. "You mean it?! I can go to _Beacon?!_ This is- I don't know what- I- I -I- !"

Ruby immediately froze when Ozpin held up a hand in a calming gesture. "Miss Rose," he began. "Please, there is no need to shout."

"Ah, heh, sorry," Ruby apologized, blood rushing to her face before her giddy grin returned. "But- _Beacon?!_ I'm not even old enough yet, how can- !?"

"Glynda," Ozpin interrupted, sensing Ruby's nigh uncontrollable excitement. "Would you please walk Ruby through what is to happen? I'd like a word with our other guest."

Goodwitch crossed her arms behind her back. "Miss Rose, if you would follow me."

Ruby – whose grin was beginning to predominate her face – took a single step forward before pausing and turning to Peter. Before she could say anything, Peter gave her two thumbs up. "Congratulations, Red," he chuckled. "Try to remember us little guys when you're out there saving the world from evil Grimm and stuff!"

The girl laughed before she seemed to realize something. "Wait," she began, looking at Ozpin with an excited spark in her eyes. "Are you going to invite him to Beacon too?"

Ozpin's smile didn't falter. Rather, he turned to Peter. "Actually," he began. "I wanted to discuss other topics with...Spider-Man, is it?"

"As of recently, I was also dubbed 'Spider-Guy'. Even got the Ruby Seal of Approval for my heroic actions," Peter replied casually. Ruby giggled before Glynda cleared her throat.

"Miss Rose," the woman repeated. "If you would please follow me..."

Ruby glanced between the woman and the arachnid hero and finally moved to Glynda's side. She threw a look over her shoulder and waved at Peter, mouthing 'bye' at him. He smiled and waved back.

"Stay cute, Red!"

She blushed at the comment but was ushered out by Goodwitch before she could reply. Ozpin chuckled at the sight before turning back to Spider-Man. "So," he began. "Spider-Man...that sounds so impersonal. Might I know your real name?"

Peter shrugged. "I think I'll keep that to myself for now. Secret identity and all, you know?"

The man folded his hands under his chin. "And why the secrecy? You are not the first person to do this kind of work. Many before you were open about their identity."

"Spider-Man makes enemies," Peter said. "Criminals typically don't like it when you put them in jail. If they knew who I was, what's to stop them from attacking my family? From attacking my home? Splitting my time between Spider-Man, and, well, the 'normal' me makes things safer for those around me."

Ozpin hummed. "Interesting. An old college of mine once followed similar logic."

"Smart friend," Spider-Man nodded. "So, I don't see any 'welcome to Beacon' fliers on the desk for me like Red got, so why am I here?"

The silver-haired man fiddled with his fingers. "I'm simply curious. You know, ever since I first saw you, I wanted to meet you."

"Autographs are half off for teachers and bubbly scythe-wielding girls," Peter quipped, grinning.

Ozpin chortled. "I had tried to see if I could meet you in person, you know. However, as a headmaster with his own duties, I couldn't go chasing you around the city trying to get your attention. Eventually, I decided I would lay the issue to rest and allow you to continue your work in peace. Interestingly enough, it was only after I decided to let the chips fall where they may that I finally had the chance to meet you. Funny thing."

"Life's weird like that," Peter said with a smile. "But, you know, I've heard Beacon's quite the prestigious school. Why is the headmaster interested in little ole' me?"

"It takes a trained huntsman to train those who wish to practice the craft," said the headmaster. "As you may have guessed, I am one such huntsman, I sometimes work with the police to take care of those who wish to use their powers for...less benign causes."

That...explained some of it. If Ozpin had any affiliation with the police force – and as a huntsman, Peter assumed he would have some work in defending the city from interior threats – then he had reason to take interest in vigilantes.

"As such, when someone affiliating with neither the police nor the local academies begins to take the law into their own hands, I grow interested."

Spider-Man's expression fell. "Ah geez, is this gonna be a lecture? Look, I've heard it before, but- "

Ozpin held up a hand to silence Peter, much like he had with Ruby. "I'm not here to lecture you," he said briskly. "I'm aware that some threats require more than what the police force can bring to the table. I've also seen the results of what you do."

"Oh. I- thanks?"

"So," Ozpin continued, largely ignoring Peter's reply. "Where are you from?"

Peter blinked. "Err, outside of Vale. Pretty new in town."

The youth briefly toyed with the idea of mentioning his otherworldly origins. On one hand, he might get some help-

 _But how do you casually slide that into a conversation? 'Oh, yeah, I'm from another world. Stopping by to say hi. You?' He'll think I'm insane._

And yet, maybe, as the headmaster of a huntsman academy, Ozpin could provide insight into the issue?

"Outside of Vale?" Ozpin asked innocently. "Judging by the arachnid theme to your, well, _everything_ , would I be right in assuming you're a faunus? Are you from Menagerie?"

"Um..."

After a few moments of awkward silence, Ozpin raised an eyebrow in surprise. "You've never heard of it?"

"I never said that," Peter protested. _Crap_ , if this Menagerie was well-known, his not knowing it would cause issues. "I was just surprised that…that you discovered my faunus nature so easily."

 _That was the least convincing thing you could have said. Way to go, Parker, ten out of ten._

"...You weren't exactly subtle about it," Ozpin said slowly. "You're _Spider_ -Man, after all."

"Oh you'd be surprised at how clueless people could be sometimes," Spider-Man mumbled.

"But, back to the original topic: Menagerie...you've never heard of it?"

Peter winced. The man was intent on hounding this point. Why? Was Menagerie so important?

"I recall hearing about it when I was a kid or something," Peter lied. "I haven't had much use for geography lessons lately, though."

Menagerie, he knew, would have to be a nation or a city or something. Ozpin had implied that when he asked where Peter was from.

"I'm just surprised is all," Ozpin murmured, watching Peter with an intensely keen eye. "But, then, where _are_ you from?"

He wasn't going to let this go, was he?

"Atlas," Peter blurted. He remembered the kingdom from some of his research into Remnant. He knew very little about it, but it was the only thing that came to mind in the moment.

"I see. Did one of their schools train you? If so, which one?"

"I received private training."

"From?"

"An old friend and mentor," Peter offered. He was spitting half-truths at this point. Much of his 'training' came from experience, but he had learned a few things from watching people like Captain America or Iron Man in action. He had even picked up a few tricks from his conversations with them over the years.

"And this was huntsman training, yes?" Ozpin asked.

"Something like that."

"You've fought Grimm before?"

"I have. Nothing too special – just some of those wolf things."

It was faint, almost unnoticeable, but Ozpin's expression turned smug. A feeling of dread overtook Peter because he knew, somehow he just _knew_ the man was about to drive a nail into a crack in his facade. "Why, then, is a huntsman-in-training battling criminals in the city, rather than fighting Grimm outside the walls?"

Spider-Man hesitated. "Sometimes," he began after a moment. "The biggest threats are those within."

"And sometimes, they're those that surround us," Ozpin replied. "The police can handle criminals to an extent. Grimm they can handle to a far lesser extent. Those creatures are difficult to fight without Aura-enhanced weapons and abilities. Don't you think that your skills are put to better use battling that which the police can't?"

Peter bit his lip in thought. "Fighting Grimm outside Vale's walls means I need food and supplies out there," the boy slowly explained. "I don't have a support system to help me on any expeditions outside the walls."

"True, without that, the task would be impractical," Ozpin admitted, glancing at his Scroll and tapping the screen a few times. "But, if not to hunt Grimm, why come to Vale, all the way from Atlas, no less?"

"Visiting a friend, "Peter replied, nervously eying the Scroll.

"Your friend keeps interesting company," Ozpin chuckled.

An image of Harry crossed Peter's mind. "Yup. Total weirdo. No clue why he'd hang out with me of all people."

The memory then vanished from Peter's mind when Ozpin abruptly frowned. "You know," the man began, his gaze hovering over the Scroll. "Atlesian news hasn't posted anything about a 'Spider-Man'. Did you not do this kind of work in your hometown?"

"Ah, no," Peter hurriedly clarified. "I came to Vale directly after my training was complete. I decided to put it to the test here and see how things go."

"I see, and you flew here, right? I'm impressed you managed to evade the storm that's been plaguing the preferred flight route. It was said that flying through it would be fatal."

"Um, yeah, we had a killer pilot," Spider-Man said, rubbing the back of his head. "Had to take a detour to get here..."

"Did you see the storm in person?" Ozpin asked, curiosity lacing his voice. "Storms like that are rare; true wonders of nature. Even from a distance, it must have been a spectacular sight."

"No, we weren't close enough. Heard all about it before leaving, though."

"Ah, pity," the man shrugged. "I suppose I'll have to wait for another chance to hear a firsthand account of such a weather pattern. There is something I'd like for you to clarify, though, if you'll humor me."

"What's up?" Peter asked.

"You have been in Vale for, what, over a month now?"

"I think so, yeah."

"Interesting. You see, there haven't been any severe storms on the flight routes between Vale and Atlas for at least _four_ months. I made that recent storm up."

Spider-Man froze.

"Now, if you would be so kind," Ozpin continued, his expression unreadable. "Would you please explain to me where you _really_ came from?"

It was so sudden that Peter almost failed to register the older man's words. The kind look in his eyes vanished, replaced by a controlled impassiveness that haunted Peter because it was clear now that the professor meant business.

 _He knows something_ , the boy realized. He _knew_ that Peter had been lying about his origin. He knew it and he had baited out half-truths and lies. It was obvious now that Peter was hiding something, and Ozpin now knew it for sure.

 _Does he know about Mysterio ? Are they working together? Who is this guy?_

Spider-Man's eyes narrowing under the mask. "Who are you?" he asked quietly. "And what do you want from me?"

"I am Professor Ozpin, headmaster of Beacon Academy and a trained huntsman with his city's protection in mind. What I want is the truth. The question is...who are _you_?"

 _He's well informed. Why would he be so suspicious of me? Why ask where I came from? Why not why I'm here or-_

Peter paused as a thought came to him. "Do you have cameras in the surrounding forest? The one with all the red trees?"

"Yes."

Spider-Man looked Ozpin right in the eye. "Did you see how I got here?"

There was a moment of silence before Ozpin wordlessly turned his Scroll's screen to face Peter. A recording of a calm, familiar cliff began to play. Peter watched, motionless, as a green portal appeared on the cliff and as a figure came tumbling out of it.

Ozpin shut off the video and set the Scroll down.

"My plan had been, at first, to confront you on this as soon as possible," he quietly explained. "But then you began your vigilante work as Spider-Man. Coupled with your elusiveness, the circumstances drove me to make the decision to hold off on trying to find you. Glynda had no intention of meeting you when she interfered with the Torchwick incident, but since you were there, she saw an opportunity to bring you in for questioning without letting you think that we knew about, well, _this_."

Peter remained silent as Ozpin leaned forward. "I know of one individual – one very _dangerous_ individual – that is capable of opening portals," the man began. "And I need to know about who sent you and why. You had already been brought here, so I made a split second decision and decided that I'd ask a few questions."

"And so you baited me into lying to you about things you already knew the answers to," Peter murmured. "Like how I got here. Caught me red-handed. Clever work, Oz."

Spider-Man regarded the professor with a new air of caution. The man was more intelligent than he might have let on at first. _He already saw the portal_ , Peter thought. _He wants the truth? Might as well give it to him and see where this goes._

"I was sent by a man named Mysterio."

Ozpin frowned. "That's not his real name, is it?"

"No. He's like me in that regard; fake name and a mask to cover up his identity."

"Why did he send you here?"

"He hates me," Peter replied. "He's a criminal. He was trying to steal some sort of stone tablet. I found out and tried to stop him. Turns out the stone was more than met the eye. It didn't seem like either of us expected that... _thing_ to behave the way it did. Mysterio seemed just as confused as I was. It could emit some sort of energy in uncontrolled bursts, and when Mysterio threw the stone at me, that energy somehow opened a portal and forced me in. Next thing I know, it explodes in a flash of light, and then I'm falling off a cliff."

The suspicion in Ozpin's eyes was unmistakable. Peter didn't blame him; he had already been lying through his teeth throughout the interrogation.

"Where exactly were you before he sent you to Vale?"

 _Here goes nothing._

"New York City."

Ozpin blinked. "I've...never heard of a 'New York'. What kingdom is it in?"

"The United States of America."

Again, the man blinked.

Spider-Man chuckled. "This is the part where you'll probably call me crazy. The United States of America is a country located on a world called Earth. As far as I can tell, it's in another dimension."

…

Ozpin stared at Peter.

Peter stared right back at Ozpin.

Spider-Man didn't know how long the uncomfortable silence must have lasted, but eventually, Ozpin slowly reached up and removed his glasses.

"Spider-Man," he began curtly. "I don't think I need to explain how unbelievable your claim is. And judging from your past attempts at covering up the nature of your origin, I think you can appreciate my disbelief."

"I figured as much," Peter replied coolly. "But I do have some proof."

"Oh?" Ozpin asked.

"I did some reading on the energy you people call 'Aura'," the teenager began. "A sort of outward manifestation of your soul. Something everything with a soul – even animals – should have, right?" Ozpin nodded. "Well, on my world, Aura isn't really a thing. Soul or not, people simply don't have it."

The professor's widened.

"And, by extension, I, a living person from this other world, have a soul, but no Aura – which breaks the laws of nature in _this_ dimension, but not in mine," Spider-Man explained. "Do you have some way to, I dunno, sense Aura?"

"One moment," said the silver-haired man, lifting his Scroll. He tapped a few commands into it before handing the device over to the youth. "Hold this," he instructed. "There are Aura sensors on the ends of the Scroll. They're used in sparing classes to measure a student's remaining Aura. If you're telling the truth, then- "

The Scroll chimed with an error message. _No Aura detected_ , it read. Ozpin blinked, staring down at the device.

The Scroll attempted to rescan. Again, the same error message chimed. Ozpin's expression was very well-controlled, but even so, even with the years of wisdom he must have gathered in his life, he couldn't hide the shock written on his face, not fully.

"You...have no Aura..."

"Nope."

"The Aura detection function – it's telling me you're alive, but..." Ozpin breathed, eying the error message in wonder before looking up at Peter. "You have no Aura."

"I think you already said that. Might be just me, though."

"Do you...realize what you're telling me?" Ozpin asked quietly. "Everyone, no matter how skilled with or uneducated in manipulating their Aura, has one. A living, breathing person with a soul and _no_ Aura is, for lack of a better term, utterly preposterous. It would be like a child being being born without a mouth and immediately speaking to its parents, or a person without lungs who continues to breathe. It defies logic."

"It defies _this_ dimension's logic," Peter clarified. "On my world, the idea of a soul _not_ being used like some sort of weapon is pretty normal. Kinda the reverse of Remnant's way of looking at things."

"Either that, or you're a living person with no soul _and_ no Aura," Ozpin observed, eying the young hero.

"A teacher calling the student soulless? How the tables have turned."

Ozpin merely shook his head. "You're saying this so...casually. That which has a soul has Aura; that which has no soul has no Aura, and that which has no Aura has no soul. There is no middle ground. Either you have a soul – and an Aura – or you don't."

"Again, that all pertains to Remnant, not to Earth," Peter repeated, though he understood Ozpin's skepticism. It would have been like someone coming to Earth and claiming that humans on his world had no blood or no heart. It just didn't make sense.

"I promise you," Spider-Man continued. "I am not some soulless Grimm or a failed science experiment. I am a living, breathing person with friends, family, hopes, dreams, and a soul. My soul just doesn't come with a built in firewall. That's how souls are in my dimension. People simply don't have Auras. I have no clue how _your_ world's population managed to channel its souls into Aura."

"If so, then..." the man began, his eyes glowing with interest. "Do you have any other pieces of evidence from, what did you call it, 'Earth'?"

Spider-Man paused before reaching into the interior pocket at his suit's waist where he kept his phone. "This," he started, pulling out the device and turning it on, "is a phone. My world's equivalent of your Scrolls. I've kept it off to avoid letting the battery die out here, since I can't charge it with Dust. The key thing here is the pictures I have taken."

When the phone had booted up, Peter briskly unlocked it and opened the camera app. Ozpin watched with curiosity as Peter tapped through the menus, making sure to avoid showing the older man pictures of himself without the mask. Eventually, he settled on a picture of a familiar statue.

"This is the Statue of Liberty," Spider-Man explained. "It's a massive landmark right outside New York." The picture was of the statue from the front. Harry Osborn was standing in front of the structure, grinning widely. "My friend here can so generously serve as a scale to measure the size of the statue. It's not exactly small."

The professor was already tapping through his Scroll, presumably searching for any mention of the statue. He glanced up several times to compare his findings to the picture on Peter's phone. Finding none, he slowly set the Scroll down. Before he could speak, Peter interrupted him.

"This next picture," he said, swiping on the phone, "is a shot of New York City at night. Notice anything peculiar?"

Ozpin studied the photo before blinking. "The moon. The moon is whole."

"Yup," Peter chuckled. "Imagine how much I freaked out when I first saw your moon. But there's more to show. I had my backpack when I ran into Mysterio. It has textbooks in it from my classes – the findings of brilliant men and women from an entirely different dimension."

Peter was betting on Ozpin, being a professor, taking interest in the subject of another world's education. Exactly as he had predicted, Ozpin's eyes darted to the backpack that Peter had brought with him to the meeting. It had lain discarded on the floor for some time.

"Would you be so kind as to show me?" Beacon's headmaster asked.

Spider-Man smirked and grabbed the backpack, pulling out one of his science textbooks. He placed the thick volume on the table and flipped it open, making sure to skip the inside cover page, where his name and classes were written – a requirement by Midtown High.

"Go ahead and flip through it," Peter prompted. Ozpin happily obliged, quickly turning the page and scanning over the contents. He flipped several dozen pages further and scanned another random section. His brow furrowed.

"What is a 'Russian' scientist?" he asked.

"Russian refers to the nationality. The scientist was from Russia."

"And...'German'?"

"Refers to somebody from Germany. They're nations from my world."

This went on for several minutes. Ozpin scanned through the book, occasionally asking a question or two. Finally, he set the text down. "Do you have anything else that you could show me?"

"No," Peter admitted. "Look, I understand that this is ridiculously hard to swallow, but understand that I'm _not_ here to hurt anybody. I didn't come here on an errand from any enemy of yours. All I want is to go home. I don't belong here."

Ozpin gazed at him for several seconds before closing his eyes and taking a breath. "I'd like you to do something for me," he said quietly.

"What?"

Ozpin interlocked his fingers and laid his hands on the table. "You said you wear the mask to protect the ones you love by separating your home life from the life of a warrior."

Peter nodded.

"If you came to Remnant alone, you have nothing left to compromise by letting your identity slip," Ozpin continued. "If you're telling the truth, then here, now, you're free from the burden of hiding your face."

"I mean, I guess so, but it's still a good habit to have," Peter said, rubbing the back of his head. He was perfectly aware that Ozpin was right, but he had been more invested in the loss of everything he ever knew, rather than the benefits of it.

"That is correct, but for this one occasion, I want you to take your mask off. I'm old, Spider-Man, and in my time, I'd say I've learned how to read a person. So, I'd like for you to take your mask off, look me in the eye, and tell me that you're from another world. I want to see your face when you say those words. I want to know the truth."

Spider-Man blinked. Right now, in the costume, his mask was his face. To take it off was to let Ozpin in on a secret Peter had fought tooth and nail to protect in the past. But he was _right_. Out here, on Remnant, he had no family whose lives he had to protect by keeping the mask on.

His first instinct was to say no. He had spent so much time fighting to keep his mask on that taking it off felt wrong.

 _But taking it off means I can convince someone that I'm not the enemy. It also puts me into contact with someone who might be able to help me. Surely a headmaster has resources? And surely a trained huntsman has connections and power?_

Plus, Ozpin had mentioned someone who could open portals. As far as Spider-Man could tell, he was being presented with an opportunity to seek out help in his mission to get home.

Peter didn't know how long he sat still, but eventually, his hands began reaching for his face. "This stays between us," Spider-Man said quietly as he hooked his thumbs under the bottom of the mask. "I'm breaking one of my own rules to show you that I'm telling the truth. Keep my identity to yourself. Please."

"You have my word."

With one final moment of hesitation, Spider-Man pulled off the mask. Chocolate eyes met the golden-brown irises of Beacon's headmaster, and Peter put the mask down on the table and held Ozpin's discerning gaze with his own, bravest face.

"I came from another world," Peter began. "I was forced here by a man named Mysterio. I'm not here to hurt anybody, and I'm not here on behalf of any enemy of yours."

The silence that followed was deafening. Ozpin watched Peter with an unreadable gaze. His eyes were firm, but there was a soft understanding present somewhere within. The youth could practically see the older man's mind through his eyes, churning and working the information as he came to cope with the idea of another reality.

Finally, Peter lowered his gaze to the table, Spider-Man's emotionless lenses staring back at him. Ozpin chose that moment to speak up. "You have interesting eyes."

"Huh?"

"Do you know what I see in your eyes?" Ozpin questioned, his gaze turning blank, as though he were gazing at a far off object. "I see nothing that determines an otherworldly origin, no, but I see a look that I've seen in huntsmen I've met long before you. But I also see in you the same childlike innocence that I saw in Ruby. I see a young soul that desires to protect those around it with an almost naive optimism. I see honesty in that."

The man paused and gave Peter a more subdued, tired look. "I also see the eyes of a seasoned warrior. The childlike naivete is coupled with an understanding that I don't usually see in people as young as you. I have seen it in a few students from past years at Beacon, and though I can't quite tell what you have seen in your life, I know you have experienced things others twice your age have yet to see. I see the fatigue of battle, the sadness of someone who has seen terrible things. It's quite the particular look, you know – such a young man with the eyes of such an old warrior. It's a strange combination of youthful joy and the grim reality taught by time spent on the frontlines. In such eyes, I see honor and integrity."

Spider-Man was stunned. He was being read like a book and Ozpin _knew_ he was reading correctly. The man continued without missing a beat. "It's those qualities that make me believe you, but they also cause me to pity you. There are few things more disturbing to the elderly than the sight of a child with the eyes of an adult."

Peter stared at the man, eyes wide. Ozpin looked back, unflinchingly. Eventually, Spider-Man spoke. "Haven't heard a speech like that since Cap," he said quietly. "Never thought I'd meet someone who could see into people like him."

"A friend of yours?" Ozpin asked.

"A hero," Peter replied. "A legend. A selfless man and soldier who bled and fought for those that couldn't. He's not the only one, but he's one of the best."

The young man hesitated. "I didn't know how to bring it up at first, or to whom I should take that kind of information. Instinct told me to keep the problem to myself until I could figure things out. That, and claiming to be from another world would definitely get me labeled as a lunatic. Once I knew that you had seen the portal, I figured I wouldn't get a better chance to mention this. You already saw me fall in through some sort of rip in space. You already had your own proof to back up my claim. As for _why_ I decided to tell you...well, I think you can figure it out."

Ozpin pressed his lips together. "Help. You want help."

Peter let out a quiet, tired chuckle. "I'm stranded here. No money, no materials, no understanding of this world's power sources. Using what I have now, I have no way to get back. Not unless the stone that sent me to this world somehow ended up here with me. Even then, I don't know how to find it. I was hoping that you, with the resources you must have as a headmaster and trained huntsman, would be able to at least point me in the right direction for heading home. That dangerous individual with portal powers you mentioned- "

"No," Ozpin cut him off firmly. "Do not seek her out. She is...not the safest individual to converse with. You put your life at risk by trying to contact her."

"Even so, if she can get me back to my world, I have to try."

"She can't. I've seen her power at work. She requires an anchor to open a portal. Unless she's been to your world, she couldn't have made that anchor. And the only way for her to get there in the first place requires the anchor to have been placed there already. Do you see the loop that is created?"

"Oh...well then..."

Ozpin watched him for a moment before replacing his glasses on his face. "I am sorry, Spider-Man. Whatever power the stone used to open a portal to Remnant is unknown to me. I cannot return you to your world, nor do I know of an easy way to obtain such power. "

"I understand," Peter said with a nod. "But is there anywhere you can point me to that would help me find a way home? You don't have to help me or anything; just tell me where I can go for help."

Ozpin sighed. "Young man, the power to send you home may very well exist somewhere on Remnant. But as with many ancient sources of power, it is probably long lost – or in the hands of someone who was powerful enough to get it. The fact of the matter is that I don't know where to send you without getting you killed."

Peter's expression fell. "I was afraid you'd say that."

Beacon's headmaster pursed his lips at the dejected look on Peter's face. "You may one day find something or someone who can send you home," Ozpin said quietly. "But I don't envision that happening anytime soon. I'm sorry."

Peter shrugged with a quiet sigh "Yeah, well, I wasn't expecting this to be easy anyway. Getting stuck in another dimension usually isn't."

"I'd imagine so. But with all that you have to worry about now, I find myself wondering, why take up the Spider-Man mantle? Surely you have enough problems of your own."

Spider-Man actually chuckled at that one. "I guess it is pretty dumb of me, huh? I can barely look after myself out here, and yet here I am, playing hero."

"So why do it?"

Peter smiled as an old memory came to him. "A wise man once told me that with great power, there has to come great responsibility. Being Spider-Man is just... _me_. It's what I do. Maybe part of me does this so that at least one part of my life remains intact after the impromptu move to another dimension. Another part just wants to help people. Another loves the thrill. I can't really explain years of living a double life as Spider-Man in just a few sentences. But you see what I'm trying to say, right?"

"I believe so. And do you plan on continuing this business as Spider-Man for the duration of your stay on Remnant?"

"It's not something I plan on giving up anytime soon, no. Might as well help people while I'm here. Why do you ask?"

Ozpin hesitated and tapped his fingers together before letting out a breath. "I may not be able to send you home, but I can still help you. It's not the perfect solution, but it helps us both."

Peter cocked an eyebrow. "Pardon?"

"I can't send you home," Ozpin repeated. "But I might be able to give you a new one. The White Fang have made you a person of interest to them. As such, you are a person of interest to me, and I'd like to keep tabs on you. Frankly, you've intruded into an old war, and you've now become a key target for the enemy. The White Fang, especially after tonight, will want you gone. I wouldn't feel right sending a child to go live on the streets while he's being hunted by a terrorist organization. Perhaps that's the teacher in me speaking – years of being a professor installs a protective instinct towards children in people."

"And so you propose to…?"

Ozpin chuckled. "I digress. Apologies, Spider-Man. My point is that I don't want to leave you out there by yourself. And, what with your talents and the way you desire to use them, I feel like we can strike a mutually beneficial arrangement. I can provide you with a purpose while you're here, one that capitalizes on your tendency to involve yourself in the war on crime."

"You wanna offer me a job?" Spider-Man queried. "'Cuz I could use the money. But no window washing, I don't do windows."

"Not quite a job. I offer to help you start a new life here on Remnant, not as a masked vigilante, but as a huntsman."

Peter had already opened his mouth to reply but froze at Ozpin's implication.

"What I'm about to offer will provide you with a home, food, water, and a purpose to focus your talents on. You'd also be able to socialize with others close to your age. It will be a chance to begin a real life here on Remnant."

"You...you're serious?" Spider-Man asking as the realization began to dawn on him. "After all that you've heard, you're willing to just, what, send me an invite?"

"Why not?" Ozpin asked with a smile. "You would, of course, have to attend with the mask off. I'll not have a name so openly hated by the White Fang endanger my students. Your alternate identity is welcome, assuming nobody knows you and Spider-Man are one and the same. A small, select group of people would also have to know about, well, _this_. No more than two or three other people at most, all of whom I trust with my life. The choice is entirely up to you, however."

 _He can't be this easygoing about all this,_ Peter mentally reasoned. _He's too smart to just dismiss this. But what could the catch be?_

The older man smiled. "I understand that this is sudden for you. Honestly, I hadn't planned on inviting you to my school at all today. Another time, maybe, once I had ensured you weren't working with that dangerous individual I mentioned. Still, attending Beacon would help you focus your powers on the things in this world that not many are equipped to face."

Peter watched the man with a semi-suspicious look. He couldn't put his finger on it, but something told him that Ozpin was telling the truth, but he had already seen the man manipulate a conversation in order to find answers. What would stop him from manipulating a situation to his advantage in a similar manner?

"You tricked me once before," Peter began slowly. "How do I know this isn't another one? You thought I was a threat not long ago, and now you're inviting me to your school – to be around _your_ students. Don't get me wrong, I'm glad you believe me, but I don't envision you placing this much trust in me without some sort of calculated risk."

Ozpin smiled. "I'm a man who has faith in the desire of people to help, rather than harm. Your unusual appearance put me on edge, given my past experiences with portals, but, after meeting you, I believe you aren't here on _her_ behalf. As such, I have extended my offer. So, Spider-Man, that offer still stands. The choice now is with you. What do you say?"

Peter looked back to his mask, gazing back up at him from the table.

"Will you join Beacon Academy?"

* * *

 **A/N:** Am I the only one who has always pictured Ozpin as this sort of mystic monk-esque guy who can see through people? I've honestly felt like he could look into your eyes and tell you things about you that you didn't even know yourself. I decided to explore that facet of his character in his interaction with Peter in this chapter, as well as Peter's natural trustworthiness. In my eyes, Spidey was always like a younger version of Captain America: selfless, honorable, and heroic. Not perfect by any means, but certainly capable of evoking feelings of trust in others. I thought Ozpin would be able to pick up on this and tell Peter a few things about himself. If I'm honest, though, I'm not entirely confident in how this interaction would go just because meeting people from other worlds isn't exactly a common occurrence. I didn't have any experience to base this off of, so this is going off gut feelings and attempts at logic. I do, however, plan on exploring and explaining Ozpin's offer further in the coming chapter in order to offer more backstory for Ozpin's plan than just 'he saw Peter was a good kid'. I know the final scene of this chapter is quite sudden, but I wouldn't put Ozpin up to inviting Peter unless he had a plan in mind.

That aside, I'd like to comment on Spider-Man's initial meeting with Ruby. I read someone's review on another RWBY crossover once about how the crossover character being introduced to Ozpin through Ruby's opening scene stole the spotlight from our crimson heroine, so I tried to give Ruby the original glory she received in dispatching Roman's goons. In canon, after making it to the roof, Glynda had taken over from there, and Ruby mostly watched. I figured replacing that part with a little tag-team action would make for a more interesting fight scene, even if Glynda was bound to eventually intervene.

Now, the big thing: **Aura**. I thought hard about this, and decided that Peter's soul would follow the rules of our lovely reality; that is, no magical force field. It let me use a plot device to provide tangible proof of Peter's otherworldly origins, as well as a way to make fights interesting by pitting a non-Aura mutant against the Aura-wielding people of Remnant. Will Peter eventually learn to channel it by having it unlocked by a native of Remnant? Maybe, maybe not. That remains to be seen!

 **Review Responses** – I read all reviews, but I respond to those that seem like they are asking a legitimate question or bring up something that I'd like to address. If you stopped by and said something like 'good work' or 'good story', then know that, even if I don't directly respond to you below, you have my thanks!

 **JorgeUzumaki:** I'm glad you thought so highly of the fight scenes! Yeah, I'd also expect it from MCU's Spidey. He's my least favorite of the three, but I still thought he was pretty great.

 **Live-to-forgive:** Wasn't expecting this kind of comment, but I don't mind you posting it. I live by the same faith so you're preaching to the choir here, but then, the message wasn't really meant for me, was it? I you ever wanna chat about it, feel free to message me. Best of luck in spreading the Word, friend.

 **Thermonuclear:** Thanks! And yes, he did. Craziest part is that he's actually right.

 **A Self-Confessed Fanboy:** Happy to hear that! Yeah, my least favorite aspect of MCU's Spidey is the dependence he sometimes displays towards Tony. Sure, it's funny at times, but I also like to see my favorite character actually do something that doesn't involve "Mr. Stark, look at me! Are you proud?" I don't plan on nerfing Peter's strength (on the contrary, I want to see if I can explore its limits). My favorite movie adaptation was the early 2000s trilogy with Tobey Maguire. Nostalgia is a powerful thing!

 **Dtctr009:** That's a secret :)

 **Laxard:** Part of me likes the idea of a Semblance for Peter, but I'd like to restrict him to his spider powers. I think it could create some interesting obstacles for him to overcome in fighting against people who have Aura to defend themselves. I also plan on having Peter win fights due to realistic reasons, not the infamous Rule of Cool.

 **MajorBrony95:** I'm still debating on that one, although I'm leaning towards him keeping a secret identity.

 **Jdrussom66:** I'll keep that in mind, but for now, as the chapter stated, Peter has a soul, but no Aura.

 **Croniklerx:** Phew, that's one hefty review. I'm going to reply through a PM to you very soon because a full reply in the chapter would extend the word count by about a thousand. Keep an eye on that inbox.


	6. Chapter 6: First Day

A/N and review responses at the bottom

* * *

Ozpin, as Peter continued to learn, was a very intelligent man. From the start, Peter had assumed Beacon's headmaster had some sort of plan in place by inviting him to join the school. It just seemed too _random_ to pass it off as a friendly offer.

As it turned out, Peter had been right. Ozpin's offer was nowhere near as impromptu as he had made it seem.

Apparently, the professor had planned on meeting Spider-Man without revealing his knowledge of the portal. He had planned on inviting the hero to Beacon under the simple ruse of needing more huntsmen in the effort against the Grimm.

His hope was that Peter would have accepted the offer. Ozpin would have then discreetly informed the other teachers – who just so happened to be trusted allies of his – about Peter and his suspicious method of arrival. Ozpin had planned on placing Peter in an environment where he would have been surrounded by trained huntsmen and huntresses – all answering to Ozpin – that would have kept an eye on the young hero at all times. Were Peter an enemy, and should he have tried anything, he would have been met with swift resistance from some of Vale's finest. The memory of the whole ordeal was still fresh in the youth's mind.

 _"Beacon was going to be my cage," Peter said, frowning at the older man. "You were going to use it as a way to keep tabs on me – heck, you're still going to do that."_

 _Ozpin sighed. "I know how this sounds, but understand that, at the time of my having thought up this idea, I was still wary of you. My outlook changed after meeting you and hearing your story. I was genuine when I said I wanted to make Beacon your new home, and I haven't told any of the other teachers about you yet. The only people that know, besides myself, are the surveillance teams that initially saw you, and Glynda Goodwitch, who reported the incident. We've kept everything about you secret until we could learn more. I say this all as a show of good faith. You knew what I wanted to do, and now you know that I don't do it. I'm placing trust in you by revealing this."_

 _Peter could only shake his head. "I've got mixed feelings about all this..."_

 _"It's a big decision," Ozpin agreed. "And it's far more sudden for you than for me. But I promise you, on my honor, I am trying to help you. My fear is that the White Fang will eventually hunt you down for meddling in their business. I want to get you out of their line of fire before they come after you. You're skilled and driven; you could make for an excellent huntsmen, and I'd be content knowing I helped a young man save lives. Plus, I wouldn't mind hearing more about this other world of yours."_

 _"And if I decide I don't want to attend Beacon?"_

 _The headmaster shrugged. "I won't force you into anything. You are welcome to do as you wish. I will warn you that attending Beacon won't be an easy task – especially for you, since we would have to discuss certain aspects of the curriculum and how you could participate, given the lack of an Aura. But at the end of the day, you would have a home, a place to focus your powers, and a chance to rebuild a life here on Remnant."_

 _Peter's gaze drifted to the floor. Ozpin had made a valid point. Several valid points, actually. The question now was how Peter planned on reacting to that._

And as the young man stood there, gazing up at the massive complex that was Beacon Academy, he couldn't help but look back on his choice with an air of nervousness.

"This is either the best choice I've made since coming to Remnant," Peter whispered. "Or the worst."

"I'd certainly say it's for the best," said the voice of the school's headmaster, somewhere behind Peter. The young hero could practically hear the smirk Ozpin wore.

"You're the headmaster," Peter deadpanned. "I'm pretty sure your opinion of your own school has to be positive by default."

"Perhaps you're right," Ozpin mused. "You'll have to see for yourself, then. Now, we only have today to prepare you for the school year. Come tomorrow, you'll be mostly on your own."

"Joy." Peter shrugged to readjust his backpack. Roughly all his belongings were in there, his mask and web-shooters included. The suit itself he had put on under his worn civilian clothing, which had grown more discolored over the past weeks. He was secretly excited for the Beacon uniform that he was supposed to get tomorrow because, if anything, it gave him something cleaner to wear.

"First things first," Ozpin continued, leading Peter to Beacon's front doors. Except for the two of them, the area was devoid of activity. "I mentioned a form of armor for the dueling classes the other day. Glynda and I dug up some of the old training cuirasses for you. They'll generate a Dust-powered field that most Aura sensors are designed to pick up. The gear is usually worn by dummies for testing techniques and methods that interact with Aura in a way that might be too experimental to use on a living person, so the field isn't all too powerful. It may cushion a blow by a small amount, but don't rely on it. Some people have very small amounts of Aura, and so rely on outmaneuvering opponents. Just imagine you're one of those people."

"So do what I always do," Peter said with a shrug. "Seems easy enough. Besides, I'm used to Earth's bullets; your Dust rounds aren't as, you know, fatal."

That was one interesting aspect of Remnant technology that had surprised Peter. Rather than metal bullets, Remnant employed a Dust-based projectile. They may have been more versatile, but they lacked the punch that an Earth bullet could deliver. Because of this, most people on Remnant, with their Auras, could survive being shot. Even without Aura, the bullets weren't technically fatal – they just hurt. A lot. One of the White Fang's stronger initiates had managed to peg Spider-Man with one such bullet some weeks back. The teen now knew from experience that the rounds wouldn't kill him, but they sure could bruise.

Grimm were a different story. Something about them did _not_ mix well with Dust and Aura. As a result, the weapons Remnant utilized did far more than bruise most Grimm.

Ozpin had also assured him that students used a weaker version of Dust rounds during sparring matches to minimize injuries. All the better for him, what with his lack of an Aura.

"Yes," the headmaster said, frowning. "I'm still not sure how I feel about a world where weapons were designed to hunt fellow man, rather than purely for beasts. But without the Grimm to pose a threat, I can't say I'm surprised."

Peter didn't miss the almost wistful tone in Ozpin's voice at the mention of a world without Grimm. He could recall how the man's eyes had widened when he heard Earth wasn't overrun by the ghastly creatures that plagued Remnant.

"Anyway," Ozpin continued. "We'll prepare you for the uniform today, do a few final double checks, and then you'll be free to use it for the rest of your time here. I'd recommend keeping it handy at all times. Students are regularly required to change into their combat gear for dueling classes and any trips outside the school."

"Gotchya," Peter replied. "And what about that, oh goodness, how did you pronounce his name again? The history guy?"

"Bartholomew Oobleck. Yes, you'll meet him soon. He's been informed of your origin, and he's, for lack of a better term, ecstatic to meet you, but he's a good man. You can trust him. For now, just let him educate you on Remnant's more important history and common knowledge. You can compare our world's sciences and discoveries when you know more about how Remnant works. And maybe explain to him how you got your powers – he's been asking me ever since I told him about you how your power is possible without Aura. I told him he'd probably want to hear the whole story from you, rather than the summary from me"

Peter grinned. He was truly excited to get down and study Remnant with this Oobleck character. The scientist in him whooped at the thought of delving into a completely new world's findings and views on reality.

"After we've set you up with the cuirass," Ozpin began, holding Beacon's front door open for Peter, "you'll be free to explore the school a bit. Some of the staff won't arrive until tomorrow, so your first meeting with Professor Oobleck will have to wait until later on. I know you said you wanted to visit the library, and I just wanted to suggest taking some time to read into the Grimm. Most other students are coming here with the knowledge they've learned from previous huntsman academies, so the basics of the Grimm won't be fully covered in the coming school years. The library's material on the subject should put you on an even playing field with the other students."

"Awesome," the youth replied happily, stuffing his hands into his pockets as he stepped into Beacon. Its halls were grandiose, much like the exterior. The young man found himself in a momentary trance as he gazed at Beacon's masterful architecture. It was only Ozpin's hand tapping him on the shoulder that snapped the teenager from his staring.

"I figured your school would be as fancy on the inside as on the outside but...wow," Peter breathed. "I see the citizens' tax dollars have been put to some serious use."

Ozpin smiled. "Yes, well, society has helped provide some luxuries for soon-to-be huntsmen and huntresses. Now, if you'll follow me, I'll show you the armor we've prepared for you."

After several minutes of walking, they came to a locker room of sorts. Clean and tidy, the room felt right at home in a prestigious school like Beacon. Everything had been carefully placed in lockers and coat racks, and various benches and stations were set up throughout the area. It reminded Peter of some sort of gym locker room – except cleaner.

The pair rounded a corner, and Peter laid eyes on Glynda Goodwitch, waiting for them by a bench, her arms crossed behind her back and her face stoic as ever. "Professor Ozpin," she greeted, nodding to the man, then to Peter: "Mister Parker."

Peter resisted the urge to greet her as 'Grumpy Pants'. The thought brought a small smile to his lips.

"Now then, here is the suit I mentioned," Ozpin stated, gesturing to a strange union of cloth and armor lying neatly folded on the bench. The majority of the suit was light gray, with armored white portions overlaying the cloth. A pair of similarly colored gauntlets and boots had been placed next to it on the bench.

Peter picked up the cuirass itself and let its sleeves unfold. It looked like some sort of gray shirt with armored white shells over the chest, back, shoulders, and elbows. He supposed calling it a strict 'cuirass' stretched the definition, but the majority of the armor had been focused on the chest and back, so he supposed it fit the bill. He gave it a once-over before shrugging off his jacket and the shirt he wore over his Spider-Man outfit and slipping the new suit on. It fight comfortably over his spider suit, certainly tighter than normal wear, but not unreasonably so. The material was thick and rough on the outside, but considerably softer on the inside.

"Not bad," the boy said, nodding in approval before throwing a mischievous look at the two teachers. "I wouldn't be able to bother you to repaint it red and blue, would I?"

Glynda, as characteristic of her, shot him an unimpressed look, while Ozpin tapped his cane. "Afraid not," he said good-naturedly. "It might become too obvious, given your other suit's color scheme."

"Rats," Peter chuckled. "Oh well, less stylish armor is still armor."

The teenager began removing the pants he was wearing over his spider suit's leggings, but paused when Ozpin cleared his throat. "Wearing your whole uniform under the armor might prove a little stuffy," he warned. "Unless you really think you will be okay in both layers, I'd advise against it."

"Thanks, but I think I'll be fine," Peter replied, pulling the matching gray armored pants over his spider clothes. Like the upper portion of the armor, they had white armored shells shielding the joints – except this time, it was his knees. "I'm pretty used to wearing extra layers. Never know when Spidey's needed and all that."

With the suit on, he briskly put on the gauntlets and boots. Flexing his fingers, Peter took several steps forward before rapidly back flipping to test the maneuverability of the armor. He caught Glynda twitching at his sudden movement.

"A bit stiffer than my suit," Peter said, glancing down at the armor. "But I can work with this." He looked back up at the teachers. "So...how do I turn the Aura-field-thingy on? Or is it already on?"

Glynda raised small, rectangular remote that Peter hadn't noticed she had been holding. She pressed her thumb against one of the many buttons on the controller, and the arachnid hero suddenly felt a strange sensation ripple across his skin.

"Whoa," he murmured, his hair momentarily standing on end as an almost electric feeling washed over him. "That is _weird_. Is this what Aura feels like?"

"The field's not exactly like Aura, no," Ozpin said, his brow furrowing in concern. "This isn't hurting you, is it?"

"No, it just feels...strange," Peter said absentmindedly while flexing his muscles under the new sensation. "Almost like a really mild shock from Electro..."

"From what?" Glynda asked, confused.

"Nothing," Peter said, shaking his head. "It's fine, I can live with this. I'll probably get used to it after the first use or two.

Ozpin nodded, scanning Peter with his Scroll. The device chimed, and the professor nodded in satisfaction. "Excellent. As far as the system is concerned, you now have an Aura."

Peter smiled. "Going native already. Man, at this rate, Beacon's gonna beat the New Yorker out of me in weeks."

"The suit's artificial Aura field," Glynda began, "is controlled entirely by the remote that was built with the armor. Whenever you are called down to duel, I will activate the field in order to properly grade the fight. Now, the artificial Aura won't actually benefit you to any reasonable extent against the Grimm, but it's probably better to have it activated during missions anyway, just in case a teammate tries to locate you by your Aura. You'll need to keep this ruse up as much as possible."

"Seems reasonable," Peter replied, still basking in the new sensation the armor brought. He glanced up at the pair of teachers. "Any technical difficulties I should know about? I don't have to worry about some impromptu electric shock therapy or anything, do I?"

"Oh no," Ozpin quickly answered. "I wouldn't put you in anything experimental enough to malfunction like that. No, the armor is safe; of that you can be sure. Simply keep an eye on the Aura meter that will be displayed during duels. You'll have to treat it like a genuine measure of the strength of your soul, or else people may become suspicious of how little you care for your own health."

"Aye aye," the youth chanted, offering Ozpin an exaggerated salute. "What about the power source? Do I need to recharge the suit for the Aura field or…?"

"Don't worry about it," Ozpin waved him off. "The Dust powering the suit will last for a long, long time. When the time comes to replace the crystals, Glynda will contact you. Now, if you have any questions regarding the suit, you will be able to take them to Professor Goodwitch. Otherwise, if you have anything else you think you need to blend in with the students arriving tomorrow, let me know now. I likely won't be available for a while after today. The school year demands much from the staff at Beacon."

Spider-Man paused, genuinely mulling over what he could need for the start of the school year. Ozpin had already explained much of what would be happening tomorrow. As far as the hero and headmaster were concerned, Peter would be about as informed as the other students about how Beacon would function starting tomorrow.

"...No, I think we've covered everything," Peter finally answered. "Unless you've got anything else to tell me?"

"There is one thing," Ozpin answered coolly while motioning for Goodwitch to shut off the Aura field. She complied, and the alien feeling crawling across Peter's skin faded. The boy blinked when he watched Ozpin pull a small white object from his pocket and toss it to him. Peter caught it in his hands, grunting in surprise when he recognized a simple analog alarm clock.

"You have school tomorrow," Ozpin pointed out. "Perhaps you'd like to wake up on time?"

"Aha," Peter said sheepishly. "Yeah, maybe. Thanks for the save."

"Just be more aware during the initiation," Goodwitch warned. The usually hard tone in her voice had turned even more serious. "Beacon will test every aspect of your physical and mental capabilities. The Grimm will be even more dangerous. Best to get used to that idea while you can."

Peter replied with a thumbs-up as he all but danced out the door, but he had taken her words to heart, even if he didn't show it. He knew full well what Beacon could do to him; he just dealt with it via his usual antics. He was sure he heard Glynda mutter something disapproving to Ozpin while he was walking out, but he ignored it. He had places to be.

Within minutes, Peter was at Beacon's library, having following the map Ozpin had given him earlier that day.

Because unlike many Earth high schools, Beacon was large enough to warrant a _map_ of all things.

When Peter made it to the library, he all but tore into the literature available to him. He started with some of Remnant's basic history before laying beside it a science book he had grabbed from one of the larger shelves. The young genius eagerly flipped through pages upon pages of information, consistently fascinated by findings unexplored by people from Earth.

He took special interest in the subjects of huntsmen and huntresses, as well as their tools of trade – chiefly, Dust and Aura. If he was going to pose as one of these warriors, he'd need to know just what he was impersonating in order to do it right.

Peter quickly lost track of the hours spent at the library. Before he knew it, the skies outside the windows had darkened as the sun set. The youth blinked when he saw the time before frowning in disappointment at the rapid passing of the day. However, he could only sigh and return the books before making his way down to the ballroom that Ozpin's map had marked as the new students' temporary housing.

The area directly next to it, he knew, was a bathroom for the new students. It came complete with showers and baths. Peter had only been there once before, back when he first agreed to attending Beacon, and Ozpin allowed him to take a shower to wash out the dirt and smell accumulated after so much time spent living on the streets. After a quick shower and changing into the sleepwear that Ozpin had provided, Peter left for his temporary bedroom.

What he found when he got there was a large, nearly empty room. He expected no less – Ozpin had told him that this was only a one-night room meant to hold students in sleeping bags. It would be far from permanent living quarters. That in mind, the youth found a lone sleeping bag left for him in the room and unrolled it in a cozy area by one of the windows.

He made himself comfortable, folding his arms behind his head as he laid back and let out a sigh of comfort. Remnant's shattered moon shone on him through the windows, bathing him in an almost mystic blue light.

"Can't believe it's really about to happen," the boy whispered to himself. "Just one more night and I'll be starting school in another world."

It was surreal, and the closer he got to the big day, the more he felt it; and without the distractions of Beacon's library, that feeling was all the more noticeable. Tomorrow, he'd begin the first steps into probably the worst Remnant had to offer. Criminals were one thing, but the Grimm? That would be a whole new story. A new _dangerous_ story.

Still, it was better than living on the streets, and it let him put his talents and ideals into practice by holding off one of Remnant's biggest threats. How successful he would be in doing so alongside Aura-enhanced huntsmen and huntresses, however, remained to be seen.

Peter chewed the inside of his lip at the thought. "Guess I'll just have to find out tomorrow."

And with that, Spider-Man closed his eyes, and let sleep overtake him.

~X~

He awoke the next morning to chattering voices outside his door, a full half hour before his alarm clock was set to ring. He hadn't been able to make out anything intelligible, even when he gained his bearings a bit. The voices eventually faded, and the young man attempted to fall asleep again, but to no avail.

Eventually, the alarm rang, only to be silenced by a fully-awake Peter. He mustered his strength and dragged himself out of his makeshift bed and stumbled to his feet. A few minutes later, he was dressed and almost ready for the day. He packed what little belongings he had and made his way out of the student bedroom. He stopped by the bathroom to wash up before heading down to the cafeteria.

Peter had intentionally gotten up early to give himself ample time to prepare himself for the day ahead. The clocks on Beacon's walls told him that he had a good fifteen before the first of the students were scheduled to arrive.

That time was spent on a quick breakfast at Beacon's cafeteria. He kept the meal fairly small, and so it was only a few minutes later that he walked out of the cafeteria. Having nothing else to do, Peter made his way outside and started a slow, relaxing walk around the perimeter of the Beacon campus while he enjoyed the final moments before the school year.

Not long into this walk, Peter saw the first of the scheduled airships appear on the horizon. Soon, many more followed it into his line of sight, and the sky was soon filled with whirring aircraft. Peter stopped and leaned against one of the pillars supporting a stylized wall encircling the Beacon property. From out of sight of the ships, he watched with crossed arms, impressed at the transports.

"Man, Stark would love this. So many big, shiny metal things all in one place," he commented, a smile touching his lips. "Definitely more fun than Midtown's school buses."

The ships were large, quad-winged crafts with a gray hull and white accents. They approached Beacon at an impressive rate, and soon, all Peter could hear was the steady whirring of the airships. Several of them began touching down on Beacon's landing pads, and the young man watched as students streamed through the open side doors.

The groups of students were no less impressed with Beacon than Peter had been. He watched them 'ooh' and 'ah' at the school as they looked about. Eventually, he slipped into the crowed, blending into the mess of students swarming onto the campus grounds. The chattering of students mingled with the noise of the airship engines to create a chorus of sound that reminded Peter of the busy streets of New York. The arachnid hero smiled at the memory.

The crowd of students eventually began speeding up in its walk towards Beacon. Few of the first students stopped to gawk anymore, and they began filing into the school. Meanwhile, new arrivals disembarked and stopped to stare in awe at their new surroundings. Peter noticed many – no, _most –_ of them carried visible weapons. Some were smaller and more subtle, while others were massive mechanical constructs. Some students had no visible weapons whatsoever. Either they had them hidden, or they didn't rely on weapons in a fight. Peter hoped it was the latter, since that was the group of students he would be trying to blend in with most while at Beacon.

Ozpin had offered to procure a weapon for Peter, but the young hero was used to fighting with his fists and his web-shooters. Relearning to use a weapon while at a school designed for higher level huntsman training seemed like a bad idea. Beacon assumed its students had already completed the basic training at the primary schools.

No, Peter would fight with his powers during the dueling classes and pass it off as his 'Semblance'. His web-shooters, meanwhile, would be a strict no-no at Beacon. They were reserved for only one individual in Vale, and people couldn't know that he and Peter were one and the same. The only reason Ozpin allowed this method of combat at Beacon was because Peter wouldn't be the only huntsman to fight without a weapon. Otherwise, the teen would have stuck out like a sore thumb among the well-armed students at Beacon.

Peter pushed the thought aside and continued with the crowd into the school's main building. The doors that Ozpin once led him through were now the gateway through which dozens upon dozens of students funneled through. There was a little pushing and shoving, as typical of large crowds, but it was nothing that a resident of a densely populated city like New York didn't know how to handle.

The instructions sent to the Beacon students told them to take their places at the auditorium. Signs within the school pointed the way there, and Spider-Man eventually found a free spot to stand in among the mass of students. Without chairs, most of the students simply stood there, shoulder to shoulder, chatting away with new friends and old as they waited for things to begin.

Peter stood alone for a little while, until a blonde girl in a brown jacket found her way next to him, taking the spot to his left. She seemed to have been in the middle of a conversation with a few people, because she waved to some of them before taking her place while the others disappeared into the crowd. Why her friends didn't sit with her was a mystery to Peter, but he caught her informing more than one student that she was saving the seat to her immediate left for someone.

Minutes passed by, but nobody showed to claim the saved seat that the blonde held onto. Eventually, he heard her sigh. "You'd think with such a nice school, they'd be able to leave us a few chairs," she huffed to herself.

Some desire for small talk drove Peter to reply. "Must be part of the training. Kinda ruins the hardcore huntsman school feeling if we're all nice and comfy, doesn't it?"

Blondie snorted. "If being a huntress means I don't get to sit anymore, I might as well go home now," she commented, shooting him a wry smirk.

Peter returned the look and shrugged. "I dunno, I was more worried about the whole being mauled by an angry Grimm thing, but sitting's a big concern too. Never know when those leg cramps might kick in."

"Yeah, those are definitely the real enemy here. Grimm? Nah, I'm here to help battle muscle spasms for the good of mankind."

There was a moment of silence as the two students looked at each other before both descended into a fit of chuckles. "Yang," the girl finally offered, the grin still on her face as she held out an armored hand. "Yang Xiao Long."

"Peter Parker," the boy replied, accepting the handshake. "So, Beacon, huh? Hard to believe it's finally happening."

"Right? The last few weeks have been just _crawling_ by. I couldn't wait to get here."

Peter nodded. "I've been pretty worked up about it myself. Not sure if I'm excited or terrified. Probably both."

"Well _I'm_ definitely excited," Yang chimed, slamming her fists together. "I've fought Grimm before. They're not _that_ tough. A few punches to the gut and they'll be on the ground real fast."

"I kicked one in the face once. It had a pretty similar effect."

"Ha! I bet that was fun!"

The teenaged hero grinned. "Oh yeah, getting lost in the woods, fighting Beowolves in the middle of the night – good stuff. The Grimm had a little less fun, though."

Yang looked like she had been about to reply, but a girl dressed in white... _everything_ stormed by them at that moment, furiously muttering something to herself. Yang raised an eyebrow at the scene. "Yeesh, what's her deal?"

Peter squinted. That girl looked...familiar. Where could he have seen her?

"Oh! Hey, Ruby, over here! I saved you a spot!"

And then Peter was thrown for a loop.

When the youth looked over at the sound of Yang's excited voice, his eyes went wide at the sight of none other than Ruby Rose.

The redhead in question gasped and quickly shouted something to a blond boy behind her before sprinting to Yang. Peter, meanwhile, steadied himself at her approach.

 _Alright, you've done this before. Lots of people have talked to Spidey and Peter without knowing that we're the same person. This'll be fine._

"How's your first day going, little sister?" Yang chirped cheerfully. Peter blinked at the use of the world 'sister'. _That_ he hadn't expected.

Ruby leveled her apparent sibling with a dry glare. "You mean since you ditched me and I exploded?"

"Yikes," Yang flinched. "Meltdown already?"

 _Why's that girl in white looking at us like that?_

"No, I _literally_ exploded a hole in front of the school. There was some fire and- and I think some ice...?"

White was listening in. Of that much, Peter was sure. The distaste in her eyes when she looked at Ruby didn't go unnoticed by Peter.

"Are you being sarcastic with me?" Yang asked knowingly.

"Ugh, I _wish_! I tripped over some crabby girl's luggage-"

White was walking over now.

"-and then she yelled at me. And then I sneezed, and then I _exploded_. And then she yelled again, and I felt really, _really_ bad, and I just wanted her to stop yelling at me!"

" _You!_ " White shouted.

Ruby let out a terrified shriek and jumped into Yang's arms. The surprised blonde grunted from the sudden impact.

"You're lucky we weren't blown off the side of the cliff!" continued the girl in white.

"You...really exploded?" Yang asked in disbelief.

"It was an accident!" Ruby protested, first to Yang, and then to the other girl: "It was an accident!" The redhead then paused when the girl in white – Peter was still trying to figure out who she was; he _swore_ he had seen her somewhere before – thrust a booklet into Ruby's face.

 _Dust for Dummies_ , Peter read. _Quaint._

"The Schnee Dust Company is not responsible for any injuries or damages sustained while operating a Schnee Dust Company product," the girl warned. Peter's eyes widened, his mind tuning out the girl when he finally realized who she was.

"You're Weiss Schnee," he said aloud, stunned that the Schnee heiress herself was here. He figured SDC would play it safe and educate someone like her closer to home; home being in Atlas. What was she doing in Vale?

Weiss heard him and halted her speech to Ruby. She shot him an almost suspicious look, complete with a raised eyebrow, and put her hand on her hip. Yang and Ruby turned to him too. "I am," Weiss confirmed. "Are you here to complain about my company too?"

"Uh, no? Just kinda surprised to see you here."

Weiss tossed the booklet to Ruby, who yelped and stumbled to catch the guide. The Schnee heiress crossed her arms and leveled Peter with an even, controlled look. "And why's that?"

 _Because I saw you on a White Fang hit list._

Peter only knew Weiss through the work Spider-Man had done. He remembered an encounter with the White Fang in one of their safe houses, where he had found a list of names, complete with photos. Since the White Fang had a well-known hatred of SDC, it didn't surprise Peter to see Schnee names on the list. When some of them had been crossed out, Spider-Man had realized that he was looking at a list of targets. Said list ended up in police hands, along with multiple White Fang thugs, and a lone assassin – the same one that had introduced Peter to an up-close and painful encounter with a Dust slug to the arm.

That day had been the first time he had seen the name 'Weiss Schnee'. It had also been the first time he had seen her, albeit in the form of a photograph.

To think that the Schnee family would allow their heiress to stray so far from home when the White Fang was active in the area left Peter scratching his head.

 _Unless her family doesn't know she's here._

Before the young man could answer the question, the students' attention was drawn by Ozpin approaching the microphone at the front of the room. The man cleared his throat and pushed his glasses up before beginning.

"I'll keep this brief," he stated. "You have traveled here today in search of knowledge. To hone your craft and acquire new skills. And when you have finished, you plan to dedicate your life to the protection of the people."

Ozpin paused, looking around the room.

"But I look amongst you, and all I see is wasted energy, in need of purpose...direction," he continued. "You assume knowledge will free you of this, but your time at this school will prove that knowledge can only carry you so far. It is up to you to take the first step."

Without further word, the man stepped off the stage, allowing Glynda to take over the microphone. Peter watched Beacon's headmaster as he left, noting the change of attitude in him. Gone was the personal, fatherly figure that spoke to Ruby; in his place stood a man ready to guide the next generation of huntsmen and huntresses to be the warriors Remnant needed.

"You will gather in the ballroom tonight," Goodwitch announced. "Tomorrow, your initiation begins. Be ready. You are dismissed."

With that, Glynda followed Ozpin out of the room. Peter blinked at the sheer...vagueness of the instruction. The crowd of students, meanwhile, began murmuring among themselves.

"He seemed kinda...off," Yang commented, her voice cutting above the chattering of the students.

"Almost like he wasn't there," Ruby agreed. They watched Glynda leave before Weiss decided to take off as well. She left without another word to the remainder of the group. Yang frowned as she watched the heiress leave.

"Man, she is _cold_ ," the blonde commented before glancing at her sister. "She act like that outside?"

"Worse," Ruby groaned. "I just don't get it – I said I was sorry! I tried being nice to her!"

Yang shrugged. "Some people are just like that, Rubes." She paused before shooting Peter a curious look. "So how do you know Her Royal Highness?"

Peter smirked at the monicker. "I've been around," he answered. "Names like Schnee get thrown around pretty often. Weiss was one of them. And I think I saw a picture of her somewhere once. Put two and two together and, well, you saw the rest."

At some point during his explanation, Ruby poked her head from behind Yang. He could see the confusion in her eyes from not knowing him or why her sister was talking to him. Peter figured it was time to introduce himself to her – again.

"Hey there," he said, smiling at her. "Ruby, right? I'm Peter."

"Uh, hi," Ruby hurriedly greeted, smiling shyly. "You're Yang's friend?"

"We just met," Peter clarified. "Nice cape, by the way. Going for the superhero look, eh?"

The redhead giggled. "Nah, I just like it! Took a little getting used to when using Crescent Rose – my weapon – because I kept tripping over it at first."

 _Edna Mode would have a few words for you_ , Peter mused.

"I like your armor," Ruby mentioned, gesturing to his suit. Peter had debated on wearing his normal clothes for the first day after having been given the chance by Ozpin to wash them and his spider suit a few days ago, but ultimately decided to wear the armor. It looked like he had made the right choice, seeing as most other students wore combat gear as well.

"Thanks!" he chirped. "Not as stylish as yours, but it gets the job done."

Yang snorted. "I always thought all that red was a _little_ too much..."

Ruby playfully stuck her tongue out at her sister. "Oh _whatever_ ," she giggled before pausing and looking around. "Hey, what happened to that group of friends – you know, the one you ditched me for?" The question was accompanied by a raised eyebrow from Ruby.

Yang smiled sympathetically. "I just needed to talk to them, Rubes. I didn't _ditch_ you for them. You're my sister!" The blonde wrapped an arm around her sibling. Ruby could only chuckle bashfully at the gesture and the realization that her assumption about the situation had been dead wrong. When Yang saw the shade of pink her sister's face turned, her smirk turned devilish, and she winked at Peter before giving Ruby an affectionate noogie.

"You're my _baby_ sister, after all!" the older girl cackled.

Ruby squawked, indignant. "Yang! Lemme go! Not in front of- ack, not in front of the other students!"

"Aww, am I embewassing you?" Yang cooed, clutching her sibling tighter.

" _Yang!_ "

Peter blinked before grinning at the scene. Yup, even if they didn't look like it, these two were _definitely_ sisters.

 _Not bad for a first day._

~X~

The rest of the day had been spent looking over new syllabi and getting to know the school. Yang and Ruby had left to take care of a few things, leaving Peter alone for the majority of the day. He didn't really mind. Despite the bare minimum Glynda had instructed them to prepare for, Beacon had much for the first year students to do. Unpacking, exploring, and other things had kept the children busy, and by the time Peter freed up, it was already evening.

When he got to the ballroom, he noticed that most of the girls had set up their beds on one side of the room, while the boys had claimed the other. Peter noticed Yang and Ruby chatting by the far wall, surrounded by students on nearly all sides – some sleeping, some awake. The elder sister noticed him first, smiling at him and giving him in a nod in greeting. Peter returned the gesture just as Ruby seemed to notice him as well.

Shortly after, the two went back to chatting, and Peter went back to looking for a place to unpack. He saw a vacant spot next to a blond boy that had made his bed in the less populated area of the boys' side of the room, and made his way over.

"Mind if I sit?" Peter asked him, gesturing to the empty spot. The boy, who had been reading something on his Scroll, looked up.

"Huh? Oh! Yeah, go ahead," he answered hurriedly. "Be my guest."

"Thanks," Peter said while getting to work unpacking. He had already changed into his sleepwear. While he worked, his new neighbor cleared his throat.

"So...you know Ruby?"

Surprised, Peter glanced up. "Yeah, met her today. Why?"

The boy chuckled. "I ran into her after her argument with, uh, what's her name? The girl in white?"

"You mean Weiss?"

"Yeah! Her! I ran into Ruby after Weiss was done yelling at her. I saw you guys talking later on."

"Ohhh," Peter droned in realization. "Were you the guy she walked into the auditorium with?"

"Yeah," the blond replied as he sat up and offered his hand. "Jaune Arc."

"Peter Parker." Spider-Man accepted the gesture with a friendly smile.

"So, you ready for the big day tomorrow?" he asked as he went back to unzipping his sleeping bag. "Better yet – do you know _what_ we're doing?"

"Ready as I'll ever be," Jaune laughed nervously. "As for what we're doing...I have no idea. But I heard Beacon puts its students out in the field on the first day for initiation. You think that's true? You think we'll be fighting Grimm as soon as tomorrow?"

Peter shrugged. "Maybe. I wouldn't rule it out. Although I'm guessing that – if there are Grimm involved at all – it'll be the smaller ones. Maybe Beowolves and the whatnot." He didn't miss Jaune shuddering uncomfortably. "You okay there?"

"Yeah, just, you know, just nervous" Jaune admitted. "I heard some of the kids here have already fought and killed lots of Grimm. I've dealt with Boarbatusks and some other Grimm, but the Ursai and larger Beowolves? I haven't really practiced against those guys."

Peter hummed. "Move fast, keep a clear head, and stay alert. They're honestly not that difficult to beat, as long as you can stay calm. If you can't overpower them, you can always try outsmarting them."

"Have you fought them before?" Jaune asked, the curiosity evident in his voice.

"Yup. Last time wasn't too long ago, actually."

"And how'd you beat them?"

"Overpowered them," Peter replied. "I know that's not something everyone can do, but you'll have to be creative with what you've got. I can't exactly explain to you how you should use _your_ talents in a fight, now can I?"

"I guess you're right," Jaune murmured, lost in thought. "Maybe I'll do a little reading up on them. Never hurts to be preparing, after all."

"You bet. I think Beacon's library might-"

"Oh not you again!"

Peter and Jaune both blinked at the sudden outburst and whirled around, along with a few other students, to find non other than Ruby and Yang having another face-off with Weiss Schnee on the opposite end of the room.

"Oh _here_ we go," Peter observed, smirking. Ruby looked like she was desperately trying to do damage control while Weiss acted like, well, Weiss, and disagreed with most everything that left Ruby's mouth.

Their conversation was cut short when a dark-haired girl that had been sitting near them smiled at the amusing sight and decided to blow out her candle – which just so happened to be one of the very few remaining sources of light in the room.

The resulting darkness plunged the place into silence. Peter shook his head and quietly finished unrolling his sleeping bag before sliding into it. "Never a dull moment with those three," he managed to yawn out before pulling the covers up.

Jaune chortled. "I can imagine. Well, good meeting you, Pete. Best of luck with the initiation tomorrow."

"You too, bud."

Somehow, a part of Peter told him that they'd both need some luck for the upcoming year.

* * *

 **A/N:** Okay, so, this chapter's a little late because I was out of state for some time. Sorry 'bout that, guys and girls! Real life can be intrusive, I know. Now, some personal thoughts! To start off, I'll point out that the reason I had Peter meet Yang in the auditorium, rather than meet Jaune and Ruby outside, was solely for creative purposes and some originality. Lots of crossovers have introduced their characters to Ruby through the canon scenes where she argues with Weiss, so I thought I'd skip that part. On top of that, in the original draft of this chapter, where Peter met Jaune, then Ruby (and, by extention, Weiss), the whole thing felt...eh. I almost felt like I was writing filler because of how used the scene had already been. So, I decided to scrap it, have Peter meet Yang in a shorter scene, as well as give him a chance to ponder the presence of our favorite Schnee heiress, and then set the stage for the Beacon initiation and more genuine character interactions in the future.

Regarding the Aura armor, I had an idea that Peter could use training equipment as a way to simulate Aura to make his duel's possible to evaluate. Combine this with the size of Beacon and the amount of financial investment in it, and I figured Ozpin would be able to think of something to help Peter out. Plus, since the equipment provides next to no tangible benefit, I thought it would be a way of providing Peter with a replacement for Aura without making him overpowered.

As for Dust rounds, this one is a bit more complex. I based this little plot point off of moments in the RWBY series, such as scenes where Ruby shot at Cinder, Sun shot at Roman at point blank range, etc. Neither Ruby nor Sun strike me as people willing to kill others, and Aura reserves can be deceptive. From Jaune's fight with Cardin, we see the former's Aura fade to critical levels even though he didn't look physically injured. This means that Aura (and the protection it provides) can break at a moment's notice and it would be impossible to tell until AFTER the damage was done. I don't think Ruby would risk killing someone with Crescent Rose by firing rounds at them without knowing how much Aura they had, like she did against Cinder. This led me to believe that perhaps the ammo in Remnant isn't actually designed to be lethal against humans and faunus. But perhaps Grimm react differently to it, given their radically dissimilar biology. The assumption that students at Beacon would use an even less dangerous projectile during practice fights felt somewhat logical, as it is a common practice in real life (wooden training swords, blank rounds, etc.).

Finally, when it came to Beacon itself, I intentionally kept character interaction to a minimum. Right now, all our protagonists are just getting acquainted with each other. I didn't want any relationships to be developed off-screen, so to speak, so I intentionally set aside time for everyone to meet each other later on.

 **Review Responses** – I read all reviews, but I respond to those that seem like they are asking a legitimate question or bring up something that I'd like to address. If you stopped by and said something like 'good work' or 'good story', then know that, even if I don't directly respond to you below, you have my thanks!

 **JorgeUzumaki:** Glad you liked it! Good to know my replacing the Goodwitch scene sat well with you! And you have no idea how relieved I am to hear that you liked the talk between Ozpin and Peter. That conversation took AGES to plan out.

 **Sakiv:** I always thought that Ruby was a bit _too_ fangirly in some other stories. Glad to see my version was enjoyable too!

 **Maelaeran:** My plan for the story involves Peter attending Beacon (maybe you guessed that from this chapter…) but I still plan on having him do vigilante work as Spidey. I don't think I'll make him end up as just a fifth add on to team RWBY, so I'm hoping the route I take is satisfactory.

g **uest:** At this point, no.

 **Thermonuclear:** I try to minimize grammatical errors, but some slip through now and then, even after proofreading. Don't worry, after Peter is established at Beacon, the portal will take a backseat to the actual plot. At most, it should be someone that Peter only discusses with Oobleck during their lessons. Regarding your last review, I see what you're saying. Me, personally, I'm usually ready to discuss God's book whenever and wherever, but I can understand that I'm probably in the minority on that. That's why I was so open about it.

 **Kamen rider:** Yup! Spider-Man is a real powerhouse! I agree with you on most of what you said.

 **Guest:** I actually plan on making him fulfill both roles.

j **drussom66:** It's funny because I actually planned on giving Peter a pair of shields at first, but decided against it because I want his fights to be consistent. Plus, I thought it would lose the Spider-Man feel if he fought with weapons.

 **Guest:** Aura is very valuable for huntsmen, yeah, but Peter has already fought his whole life without it, sometimes against monsters worse than Grimm.

 **thesentimentalwriter364:** No argument there.

 **Laxard:** Certainly, against some opponents, Spidey would have real trouble beating them. Qrow, Glynda, etc...they'd give him a run for his money, but I wouldn't say that's because of Aura, but because they're just more experienced fighters. It's kind of like how Ruby, who has Aura, probably can't beat Glynda in a fight because Glynda is an older, stronger, and more experienced huntress. Now, I think you're right that Ozpin would be hesitant to send Peter out into the field without Aura, but he's already seen Peter in action; he _knows_ Spider-Man can hold his own against Aura-enhanced opponents, and the Grimm are slower than the bullets Peter has already dodged. I never really thought of a Semblance as a 'flavor' of the soul, but that actually makes some sense. Still, I don't think I'll give Peter an Aura since he already has incredible powers. And we'll cross the Trifa bridge when we get to it.

 **Great Saiyaman54:** That remains to be seen :)

 **Slade01:** So, regarding Aura and Semblances, I like a lot of your ideas, but I keep thinking that giving Peter an Aura would make him too strong. At the same time, since so many people have started asking about it, I'm _thinking_ about it, but I'm still leaning heavily towards not giving him one. Romance, on the other hand, is an easier subject. What you were saying makes a lot of sense and goes with what I was thinking, mainly the idea of taking it slow and have Peter be _very_ hesitant to start any relationships because, after all, his long term goal is to return to Earth. As for the long post, don't worry about it! I like long reviews!

 **TheFishKing:** No, not yet.

 **BlueSynth** : I don't think there will be a harem, per se, but I'm keeping an open mind. My rule is to keep relationships realistic, and you don't see a lot of harems in real life.

 **Guest:** I'd say he should take Ozpin's offer, if only for food, water, shelter, and a place to stay while he pieces things together, but I agree that he could claim to be a faunus when he's Spider-Man.

 **Croniklerx:** There's quite a bit to talk about in response to your review, so I'll PM you soon.

 **AshSupport:** I'll be trying to keep things fresh with Peter's role at Beacon, but you're right, a lot of the roles have been explored one way or another.

 **Raraiki:** I think this chapter answered your question.

 **Slick2016:** Awesome, glad you liked it!

 **The WovenMantis:** Welcome aboard, then! You'll see how he acts at Beacon pretty soon, as we've finally started the school year.

 **guardian xela:** Thanks! He's passing his super strength and speed off as his Semblance when he's at Beacon, but his other powers, like wall-crawling and his web-shooters, he'll probably say are faunus quirks.

 **ChaosDeathscytheEnd:** Yup, still kicking! Sorry for the delay, I was out of state for some time.

 **Guest:** I'm with you on that. At this point, I'm very likely going to leave Peter without an Aura to keep things balanced. And yeah, I looked into Live-to-Forgive's profile just to see who he was and saw what he had been doing. I'm not sure if he genuinely believed in what he was writing or was just posting for the heck of it, but there were probably better ways for him to go about it.


	7. Chapter 7: Initiation

A/N and review responses at the bottom.

* * *

"This just doesn't seem right..."

"Jaune, _relax_ ," Peter chided. "Your stuff will be in locker 636, just like your note says."

The boy sighed and stuffed the sheet of paper into his back pocket as the two made their way down to the locker room. Dozens of other students were cramped in the same tiny hallway as the first years prepared for their initiation.

The morning of the initiation day was one of the fastest Peter had ever experienced. The students had woken up early, just like they had been instructed to do. They were then told to double-time on their morning routines in preparation for the upcoming initiation. The kids dressed fast, ate small breakfasts, and then made their way down to the locker room to retrieve the weapons they had left there the previous day. Since Peter had no such weapons, he hadn't stored any of his belongings in the lockers.

He did, however, run into Jaune in the cafeteria, and decided to accompany the boy to the locker room before heading to Beacon Cliff – the site of the initiation.

Except said boy apparently misplaced his sword and shield.

Jaune rubbed the back of his head. "Ugh, I hope so. I don't have time to go looking for my stuff when the initiation starts!"

"Gee, not having weapons, that must suck," Peter teased with a wide grin. Jaune shot him a dry look.

"I know you know what you're doing here," the blond mumbled.

"And I'm glad you do," the young hero chuckled. "But seriously, don't sweat it. We'll get your gear."

"I hope so," Jaune replied. "I've been mentally prepping for this all morning. If I flunk out just because I lost my sword and shield at a dumb time, I'm never going to forgive myself."

"Yeah, well, you'll get the chance to find them in a second," Peter commented as the two strolled into the locker room. "636, yeah?"

"Eh," the blond began. "Yes? I mean, I'm telling you, I seriously don't remember having to count that high."

Peter sighed. "Let me see the sheet."

Jaune pulled the paper from his pocket and handed it to the brown-haired teen. Peter turned the paper in his hands, reading through the material. He blinked at an apparent stain. "You spill something on this?" he queried.

"Oh, no, not me," Jaune clarified. "That big kid with the mace – Cardin something or other – did. Why?"

"I think this is supposed to say locker 6-36. As in, isle six, locker thirty-six."

The blond blinked, his mouth slightly ajar in an 'o' shape. "Oh," he finally managed. "That- yeah, that makes sense."

Peter smirked and folded the paper back up before tossing it to Jaune. "You're welcome."

Jaune chuckled as he caught the paper and stuffed it back into his pocket. "Thanks, now let's just hope my stuff's where it's supposed to be."

The two were walking by isle two by then. Peter noticed Ruby and Yang talking to each other on the other side of the room. Somewhere past them, he caught Weiss quietly pulling items from her own locker.

Peter still wondered what the Schnee heiress was doing in Vale. His dealings with the White Fang as Spider-Man had taught him that they had a deep-seeded hatred for the Schnee Dust Company. Even much of the public knew this, but Peter had seen first hand some of their schemes. Had Weiss come purely based on Beacon's prestigious reputation?

The young man shook his head. He'd figure it all out later. Today, he had different problems.

"Aha!" Jaune happily exclaimed. "Isle six, locker thirty-six! You were right!"

Spider-Man crossed his arms and chuckled as Jaune brandished his shield and sheathed the medieval sword. "I aim to please," said the hero. The golden-haired boy readjusted the belt and sheath before collapsing the shield and glancing over Peter's shoulder. The otherworldly youth caught the look and followed Jaune's gaze, finding it resting on Weiss Schnee.

Interestingly enough, Weiss was talking to someone now. There was a redheaded girl next to her, dressed in Amazonian-style red and gold armor. For a split second, at the sight of the huntress-to-be, Peter was reminded of Mary Jane…

...and of the home he had left behind. The youth pushed the pang of pain down with the reassurance that his time as a huntsman would provide him with the things he needed to eventually try and track down someone or something that would lead him home. Spider-Man clung desperately to that hope, fickle as it may have been.

"Hey," Jaune whispered. "You guys were talking the other day before Professor Ozpin's speech...You know if Weiss is taken?"

Snapped out of his thoughts, Peter blinked. "'Taken'? You mean- oh." Well, the boy was certainly bold, Peter would give him that. "I have no idea, but you _do_ know who she is, right?"

"Oh yeah," Jaune waved him off. "But it's worth a try, right?"

"Uh, sure? I guess you aim high, you score big, but- "

"I'm gonna try talking to her," Jaune declared. "Girls love confidence, right?"

"Dude, I am the _last_ person you should talk to about what girls like," Peter disclaimed, holding his hands up. "I'm even less knowledgeable on what Weiss likes."

Jaune grinned. "Then watch and learn, my friend." With that, the blond began the short walk towards what Peter predicted would turn into a mess. The boy frowned.

 _Guess I'm on damage control when the deed is done._

Peter shuffled closer, just to get within earshot, and took his seat on one of the benches in the locker room. Their corner of the area was fairly empty compared to the hallway, and so he found himself resting alone on the empty bench. Now close enough to hear the group, Peter listened intently to the conversation.

"Hmm, I'm not quite sure," said the redhead. "I was planning on letting the chips fall where they may."

"Well, I was thinking maybe we could be on a team together," Weiss said, the innocent smile on her face surprising Peter. He idly wondered what the redhead had done to earn the Schnee heiress' favor. Also, teams? He had only heard rumors so far.

"Oh, well that sounds grand!" the redhead chirped.

"Great!" Weiss beamed. There was something wolfish about her grin, and it made Peter wonder if she was up to something.

And then Jaune chose that moment to introduce himself.

"You know what else is great? Me, Jaune Arc. Nice to meet ya."

Peter blinked.

 _Wow._ _That_ _ship sank before it even made it out of the harbor. Better luck next time, pal._

Again, the boy was bold. Peter had to give him that.

"Ugh," Weiss groaned. "You're that guy Ruby was talking to."

"Nice to meet you, Jaune!" the other girl happily greeted, ignoring Weiss' obvious distaste.

"Yeah, yeah," Jaune brushed the redhead off. "So, Weiss, been hearing rumors about teams, and I was thinking you and me would make a good one. What do you say?"

"Actually," the red-haired girl attempted to chime in again. "I think the teams are comprised of four students each, so- "

"You don't say. Well, hot stuff, play your cards right and maybe you can join up with the winning team."

"Jaune, is it?" Weiss interjected, gently pushing the two apart. "Do you have _any_ idea who you're talking to?"

"Not in the slightest, Snow Angel."

 _Snow Angel! Oh I'm_ _ **so**_ _using that one!_

"This is Pyrrha."

"Hello again!" the newly-dubbed Pyrrha greeted with a smile and a wave.

"Pyrrha graduated top of her class at Sanctum."

Jaune raised an eyebrow. "Never heard of it."

Weiss' eyes widened at the boy's apparent ignorance. "She's won the Mistral regional tournaments four years in a row; a new record."

"The what?"

The heiress gave him an incredulous look before glancing around the room. Surprisingly, her eyes fell on Peter. "You!" she cried, gesturing to him. "You knew who I was, right?"

Peter blinked. "Um, yeah?"

"Do you know who _this_ is?"

"No," he replied without hesitation as he stood up and walked over. "First time I'm hearing of her." He paused to smile and nod at the redhead, who happily returned the greeting.

The look of pure disappointment that Weiss gave Peter put the strictest parent to shame. "She's on the front of every Pumpkin Pete's Marshmallow Flakes box!" the Schnee shouted.

Jaune and Peter both gasped.

"That's _you_?!" Jaune cried.

" _You're_ Pumpkin Pete?!" Peter exclaimed.

"They only do that for- wait, what?" Jaune grunted, giving Peter a confused look. Weiss threw her hands up in the air in exasperation.

"Unbelievable," she muttered. "I give up. Pyrrha, come on, let's...go..." She trailed off when she saw Pyrrha desperately trying to hold a laugh back behind the hand she had clapped over her mouth.

"No!" Pyrrha managed out between giggles. "I'm not- no, he's the sponsor!" Her laughs only continued when she saw the playful smile Peter wore.

"Woops," he shrugged innocently.

Pyrrha got herself under control enough to begin to introduce herself. "Pyrrha Nikos," she stated, the grin still plastered on her face

"Peter Parker," the boy replied, mirroring the expression. "No relation to your sponsor."

"I imagined so," said Pyrrha. Peter didn't miss Weiss watching him with a curious look as he interacted with the redhead. "I take it you're here for the initiation as well?" Pyrrha asked.

"Yup, all suited up and ready to go. I'm not as popular as you guys, though, so I don't have people lining up to team with me."

"Well, perhaps we'll meet each other at the initiation," Pyrrha offered, beaming. "I'm certain you would make for an interesting partner."

"Please no," Weiss murmured under her breath.

The conversation was then cut short by the loudspeaker coming online as a female voice – Goodwitch's, if Peter heard correctly – began calling out instructions. "Would all first year students please report to the Beacon Cliff for initiation. Again, all first year students report to Beacon Cliff immediately."

The group of students glanced up at the intercom before Weiss broke the silence that followed. "Well then, Pyrrha, it was a pleasure talking to you. I do hope we end up on the same team."

The redhead smiled politely. "Pleasure speaking to you as well," she replied before turning to Peter and Jaune. "And a pleasure meeting the two of you, too. Best of luck during the initiation!"

Spider-Man gave her a mock salute. "You too."

The redhead paused to give Jaune a polite smile before turning and hurrying towards the door. "So," the blond began as he watched her retreat. "You think I made a decent impression on Weiss?"

"I don't think _either_ of us made a great impression," Peter admitted.

"If it makes you guys feel better, I don't think _any_ of us made a great first impression," said a cheerful feminine voice that Peter recognized as Yang's. He shot a look over his shoulder, smirking when he saw the girl in question and her sister walking up to them.

"I was wondering if I'd run into the two of you," said the young man. "Sleep well?"

Yang grinned. "Nope! But it's more than enough to kick some Grimm butt!" She paused to nod at Jaune. "Vomit Boy," she greeted. "Hope you're feeling better."

Ruby giggled even as Peter turned to a groaning Jaune. "What?" the brown-haired boy grunted.

"Long story," the other boy managed out while rubbing his face in exasperation. "Can we maybe forget that little episode? Motion sickness is a real problem for some people!"

"Sorry," the scythe-wielder said, rubbing the back of her head. "Yang spent the other day cleaning off her shoe after you missed the garbage can. 'Vomit Boy' was the first thing that really came to mind after that."

Yang immediately dropped her smile and shivered. "Ugh, don't remind me."

"Suddenly, I'm kinda glad I didn't fly in on your guys' ship," Peter admitted. "Also, the Beacon initiation starts, like, now."

Ruby's eyes widened. "Oh crud! Yang!"

"I hear ya, I hear ya," the elder sister replied, arms folded behind her head as she walked leisurely forward. "We've got time, Rubes."

Peter and Jaune followed suit as the blonde girl led the way, Ruby scampered forward to walk next to her sister, but shot a quizzical look back at Peter. "Hey...where's your weapon?" she asked.

Yang signed and mumbled something along the lines of 'really, Ruby'. Meanwhile Peter thumbed his nose. "My rapier-sharp wit stays hidden until the time is right. The Grimm never know what hits them."

Ruby cocked her head to the side even as Yang laughed. "'Rapier-sharp wit'," the elder sister repeated mirthfully as she tilted her head back. "Guess you could say you're really _killing_ your audience, then."

Jaune groaned.

"Most of the time," Peter shot back without missing a beat. Two could play at this game. "But Ursai are _really_ bad at getting the joke. Those guys are un _bear_ able _!_ "

"Please, stop," Ruby and Jaune cried in unison.

Yang and Peter exchanged jubilant looks. "We need to continue this conversation later," the girl stated. "Ruby here doesn't give me much to work with."

"Only because, like, _every other sentence_ with you is a pun!"

Yang's smile widened. "My last sentence wasn't a pun," she cackled. "Guess that means-"

" _Anyway_ ," Ruby pointedly interrupted, looking back to Peter. "Where _is_ your weapon?"

"See, I don't actually have one," the young hero admitted. Ruby's expression grew confused.

"No weapon?" she grunted, the confusion evident in her voice. "But...what do you fight Grimm with, then? Just your Semblance?"

"Yup. All I ever really needed. I was never too handy with a sword or a gun or anything, but it turns out, my Semblance works better without them anyway."

"What's your Semblance?" Ruby asked almost before Peter could finish his sentence. Then, in a burst of rose petals, she suddenly appeared at his side. "Mine's speed!"

" _Geez_ ," Peter exclaimed with somewhat exaggerated surprise. Even though he had already seen her speed, it was still impressive nonetheless. "You must have been a nightmare to deal with in tag on the playground!"

"Oh you have _no_ idea," Yang interjected. "Self-proclaimed champion of tag and cops n' robbers right here."

Ruby playfully stuck her tongue out at her sister before giggling and turning back to Peter. "So what's your Semblance?"

Peter smirked. "A secret."

Truth be told, the young man and Ozpin had thought of a perfectly good explanation for Peter's powers. Officially, his Semblance was supposed to be the ability to channel his Aura to supercharge his physical abilities. That would also explain why his ability to shield himself with his Aura – or, rather, his armor's fake Aura – was lackluster; he focused it on offense, rather than defense.

"Whaaaaa?" Ruby pouted.

 _Good grief, that pout is_ _ **lethal**_ _!_

"You'll see it soon enough," Peter reassured, grinning. "Just leave me something to punch when you're zooming around out there."

"Ugh, fiiinnnee," the youngest member of the group whined before glancing at Jaune. The group made it out the door when Ruby continued. "What about you, Jaune? Do you have- oh! Do you have some super sword Semblance?"

"Aha," the boy began, awkwardly rubbing the back of his head. "So...um, if by 'Semblance' you mean 'superpower', then I, err, sorta don't really have one..."

"What?" Yang asked, suddenly interested. "None? At all?"

"No," Jaune answered before hurriedly pointing forward. "Oh, we're here."

Ruby gasped. "Initiation time! Come on, Yang!" The girl then shot off in a burst of rose petals, kicking up a cloud of dust right in Peter's face. He waved it away with a cough.

"Rude," he grunted while waving away the dirt threatening to clog his nose. "She didn't even say goodbye! Also, can I ask about the rose petals?"

"Long story," Yang waved him off before giving both him and Jaune a nod. "Good luck with the initiation, you two. I'll see you at the end, and then we can compare how much more Grimm I've blown up than everyone else!"

"Save some for the rest of us," Peter chortled as Ruby's sister walked away. She winked, clicked her tongue, and went to take the vacant spot next to her sister. The first year students had gathered at the edge of a cliff, each standing on a gray, square pressure plate. Professor Ozpin and Glynda Goodwitch stood at the front of the group. The former held a cup of coffee, and the latter, a Scroll.

Peter and Jaune made their way to a pair of empty pads and took their positions. Glynda momentarily made eye contact with him and reached into her pocket. A moment later, Peter let out an involuntary twitch as his armor buzzed to life with artificial Aura. Ozpin, meanwhile, sipped his drink, looked about, nodded to himself, and then lowered his cup.

"For years," he began, immediately shushing any side conversations some of the students were having. "You have trained to become warriors, and today, your abilities will be evaluated in the Emerald Forest."

"Now, I'm sure many of you have heard rumors about teams," Glynda continued in Ozpin's stead. "Well, allow us to put an end to your confusion. Each of you will be given teams. Today."

Peter stiffened at the thought. Teammates so soon?

 _A_ _nother problem to throw on_ _to_ _the_ _pile._ _Great._

Somehow, life always seemed a little more difficult the more people got involved with him. He knew he couldn't avoid it forever, but still...

At least it beat poverty. And Beacon _did_ give him a chance to try and work on finding a way home without the looming threat of hunger and dehydration stopping him. Not to mention the lack of shelter that sleeping on the streets generally left him with.

"These teammates will be with you for the rest of your time here at Beacon," Ozpin stated. "So it is in your best interest to be paired with someone you can work well with. That said, the first person you make eye contact with after landing will be your partner for the next four years."

 _Wait, seriously?_

Somewhere to his left, Ruby let out a terrified 'what'.

"After you've partnered up," the man proceeded. "Make your way to the northern end of the forest to retrieve the artifacts left there for you. You will know them when you see them. Each pair is to take _one_ artifact and return to the top of the cliff. Opposition will stand in your way, and unless you destroy it without hesitation, you _will_ die."

Ozpin paused to let that sink in. "There is also one more thing to note. This year, we are faced with an odd number of students – a very uncommon occurrence. Because of this, one student will be left without a partner. If you find the artifacts before making eye contact with an un-partnered student, then take the white pawn piece that you'll find among the other objects. If it is already taken when you get there, take any other piece; your partner will be decided at the end of the initiation. What happens to the person without a partner will be decided after the initiation."

Peter wondered if he should try and grab that piece.

A few of the students whispered among each other while Ozpin folded an arm behind his back. "While our instructors will not intervene, you will be monitored and graded throughout the initiation. Remember, treat this as though your life depends on your ability to fight the Grimm – because starting today, _it_ _does_. Any question?"

"Uh, yeah," Jaune began. "Did-"

"Good," Ozpin interrupted. "Take your positions."

"Uh, sir," Jaune attempted, just as the first student in the line was launched into the air. Peter blinked at the sight.

 _Oh_. _That looks like it's going to be fun._

"I've got a question..." The boy shot a terrified look at the end of the line, where another student was launched into the sky. Pyrrha was the next to go. "Did you hand out parachutes or something?" Jaune asked hurriedly.

"No," Ozpin replied calmly. Yang shot into the air with a whoop. "You will be falling." Ruby was next.

"Oh..."

The student to Peter's immediate left was next.

"What exactly is-"

Peter didn't hear the rest of the question. The pad beneath his feet jerked with tremendous momentum, and the next thing he knew, he was sailing through the air.

 _Show time_.

~X~

The first thought that that went through Ruby's mind when she hit the ground was the same thought that went through her mind when she began dashing through the thick, clustered trees of the Emerald Forest.

 _Gotta find Yang, gotta find Yang, gotta find Yang!_

"Yang! Yang?!"

No response.

"Yang!"

 _Man, this is bad, this is bad! What am I supposed to do if I can't find her? What if someone else finds her first?_

"Yang! Are you out there?!"

Countless sounds greeted Ruby's cries. The wind, the rustling leaves, small animals scattering out of her way, and even a loud w _oohoo_ from somewhere above her when a student flew overhead. There was, however, no Yang.

 _Come on Yang, where are you?_

The young girl wondered what she could do if she couldn't find her sister. She had met a few other people at the school, right? Surely there would be _someone_ whom she could partner with.

 _Well, there's always Jaune. He's nice; he's funny!_ _But..._ _I don't think he's going to be too good in a fight..._

The ruled out one of the first people she had befriended since coming here.

 _Oh! Peter! He's nice, funny, and he looked pretty tough!_

Plus, he _totally_ owed her. She had shown him her Semblance, but he had kept his secret!

That left her with two choices for partners so far. If she couldn't find Yang, Ruby would have to find Peter.

 _And then there's Blake. So calm, so mysterious. Plus, she likes books! But then again, I'm not sure I'd be able to hold a conversation with her for very long._

So that meant that, when it came to ideal partners, there was Yang, and there was Peter. Besides them, Jaune, and Blake, the only other person she really knew was…

Ruby skidded to a stop when a familiar white-clad figure came into view. She halted only a few feet from the other girl.

 _...Weiss._

The two stared at each other for a moment. Ruby attempted to put on a smile, but the look quickly vanished when Weiss turned on her heel and began wordlessly stomping away. "Wait!" Ruby shouted. "Where are you going?" Weiss didn't even look back. Ruby's gaze drifted to the ground where she scuffed her boot against the dirt.

"We're supposed to be teammates..."

Ugh, why did she have to be so _bad_ with people?! Yang had told her that she needed to work on 'social skills' or whatever, but this was supposed to be a school for fighting Grimm! So far, Ruby's biggest problem had bee the other students, not the monsters that she would be learning to fight.

The young girl blinked when she saw Weiss stomping back towards her, muttering something to herself. Ruby gasped when the heiress took her by the shoulder and began pulling her along. "By no means does this make us friends," the white-haired girl grumbled.

"You came back!" Ruby cried happily, worming her way out of Weiss' grip and whirling around.

"The alternative was worse," Weiss growled. "Of course I'd get stuck between you and Jaune. I guess I should at least be glad that the jester isn't here too."

"The who?" Ruby asked, blinking in confusion.

"Nobody. Keep up, I want to get to this temple as fast as possible and get those relics."

"What's the hurry?"

Weiss shot her a frustrated look. "I will not let my mission be delayed because you're too slow. I swear, if I get a bad grade on- what the?"

The heiress jerked in surprise when Ruby suddenly appeared at her side, grinning madly. "I'm not slow, see?" she proclaimed. "You don't have to worry about me!"

"When did-?"

"Weiss, I might not know how to deal with people very well, but that doesn't mean I can't deal with monsters!"

Because monsters were a _lot_ easier to deal with than people. Monsters didn't yell at you when you tripped over their luggage.

"I promise, today, you'll see a completely new side of me," Ruby continued. "And after you do, you'll be like, 'Wow, that Ruby girl is really, really cool…and I wanna be her friend!'"

Ruby finished the sentence by shooting forward. If Weiss wanted speed, then she's show her speed. They'd be at the temple within minutes!

 _And then hopefully Weiss will stop hating me so much…_

Ruby froze when she heard a low growl. It was followed by another, and then by Weiss' voice. "Ruby!" she shouted.

The younger girl gasped. Weiss came barreling out of the underbrush a moment later. "Grimm!" the heiress warned, her eyes narrowed. "Stick together."

"Right," Ruby said absentmindedly while whipping out her scythe. The weapon unfurled, the blade slicing through a low-hanging branch as the first of the Grimm – a small Beowolf – crept into view. More began following suit, forcing their way through the trees. Ruby was about to attack when Weiss held out an arm.

"No," she commanded. "There's not enough room here; we need to move."

Ruby glanced about and silently decided that the heiress was right. The area wasn't clear enough to comfortably swing Crescent Rose. Ruby could make do here, but the key word was 'comfortably'.

The young reaper nodded wordlessly as her weapon compressed into its more portable state. She gave Weiss a thumbs up and the two huntresses-to-be began moving. The moment they began running, the Grimm followed, dozens of Beowolves barreling out from between the trees and foliage.

Weiss unsheathed her weapon – Ruby spared a moment to 'ooh' at it because weapons and awesome went hand in hand – and swung it low to the forest floor. A white, circular symbol appeared on the ground, and torrent of ice abruptly flowered from the glyph across the ground.

One of the Grimm was caught in the rapidly-formed ice crystals, its legs suddenly encased in frozen water. Several others failed to slow down enough to avoid slipping and falling.

Ruby's attention was then abruptly stolen by the clearing that they had blundered into. The scythe-wielder grinned and skidded to a stop. Weiss did the same next to her. Ruby giddily tore her weapon from her back, allowing it to extend to its impressive length as the bladed end unfolded. She could have sworn she heard Weiss curse under her breath.

"Watch where you _swing_ that-!"

Ruby didn't hear the rest. The first of the Grimm charged into the clearing, howling wildly as they found their targets. "No time! Grimm here!" She shot forward in a burst of rose petals, although not before hearing Weiss groan. Ruby ignored her and instead focused on the nearest Beowolf. It roared and swung a gnarled, boney arm at her, but Crescent Rose was longer.

The young redhead swung her weapon, letting the momentum from her speed carry the attack when she planted her foot. The resulting strike cut through the Grimm's torso as if it were made of butter. Ruby shot away as another Beowolf tried to tackle her. It missed hopelessly, failing to match the girl's speed.

Somewhere to her left, a pair of Grimm fell under a shower of razor sharp icicles. Ruby paid them little mind and went to work cutting another Beowolf in half, then another.

When she had cut down the sixth or seventh Grimm, she heard a surprised yelp from behind her, turning just in time to see Weiss fire a torrent of flame at a nearby tree.

The lapse in Ruby's concentration was all the nearest Beowolf needed to launch a wide swipe at her head. The young reaper gasped and raised her scythe just in time to block the blow, but the force transferred through the hilt and launched her backwards, straight into a confused Weiss.

" _Oof_!" Ruby grunted. "Hey watch it! Don't stand right behind me."

Weiss shot her a furious look."Excuse me! You attacked out of turn! I could have killed you!"

Ruby rolled her eyes. "You'll have to try harder than that..."

The Grimm that swiped at her took a daunting step forward before pausing to glance at a flame-engulfed tree – a product of Weiss' attack. Ruby's eyes narrowed as the Beowolf turned back to them, baring its vicious fangs at her. Weiss shifted to face opposite Ruby, the two girls' backs practically pressed together.

Ruby loaded a new magazine into her weapon. It slid in with a satisfying _click_ , just as the burning tree began cracking under its own weight. The ancient growth gave a final groan before tipping over and falling to the ground.

 _Ignore it_ , Ruby told herself.

Weiss, apparently, thought otherwise.

"We need to leave," the heiress warned hurriedly. The Grimm howled as the flames began to spread.

"What?" Ruby asked. "Why? There's only-"

"Just move it!" Weiss prompted, dragging Ruby along. The younger girl blinked in confusion before begrudgingly moving along.

The heiress spared a look over her shoulder to create an ice wall between the two huntress-in-training and the Grimm, but otherwise kept running.

Eventually, the two came to a halt, far from the fire, and far from the Grimm. It hadn't been a short run, either; both girls could feel the effects as they panted for air.

"What was that?!" Ruby managed out through her breaths. "That should've been easy! Why are we running away?!"

"Well _maybe_ ," Weiss began icily, "if you had exercised even the _slightest_ amount of caution with the placement of your attacks, I wouldn't have _set the forest on fire_!"

"What's that supposed to mean?!" Ruby shouted.

Weiss crossed her arms. "It means I'm surprised that someone who talks so much would communicate so little during an encounter."

"Well I'm sorry that you need my help to win a fight; I'm just fine one my own!"

Weiss threw her hands up. "Well congratulations on being the strongest _child_ to sneak your way into Beacon." The girl shoved past Ruby. "Bravo," she finished dryly.

Ruby couldn't take it anymore. Why was this girl such a _jerk?!_

The redhead let out a frustrated shout, unsheathed Crescent Rose, and let her anger loose on a nearby tree. The thick trunk, sturdy as it was, posed no challenge to her scythe's honed razor blade. The weapon sliced through the trunk in one clean movement.

The Schnee heiress looked over her shoulder and scoffed. Ruby glared back at her, still panting from releasing her pent up anger. There was a moment of silence between the two.

"Um, this looks like a bad time. I'll come back later..."

Ruby whirled around and gasped when she saw the newcomer.

"Peter!"

~X~

Peter's trek through the forest had been woefully uneventful. Almost boring, even. He had landed and made his way through the forest for a good few minutes without any meaningful encounters. He heard gunshots at some point and tried to angle himself in their general direction, but hadn't come across anyone. That eventually changed when he saw a column of smoke rising into the air not far in the distance. When he moved towards it, he ran into none other than an arguing Weiss Schnee and Ruby Rose.

 _Huh, s_ _hould've figured they_ _'d_ _run into each other_ _. Probably the same_ _law of the universe_ _that_ _decided to_ _launched me into this world._

The argument, meanwhile, was getting rather heated. Weiss began stomping past a furious Ruby, who sliced a tree in half and begrudgingly followed. Peter flinched when the two girls exchanged glares.

"Um, this looks like a bad time. I'll come back later..." he said, just loud enough for them to hear.

Ruby spun around, her eyes widening. "Peter!" she exclaimed when she saw him. In a flash, she was in front of him, smiling. "Hey!"

The young man grinned down at her. "Hey there. You two look like you've been busy." He gestured to the rising smoke. "You guys have barbequed Boarbatusk over there or something?"

"Ugh," Ruby groaned. "No. Weiss started a fire."

Peter blinked. "What?"

Weiss let out a thunderous sigh. "She's neglecting to mention the part about how you can thank _her_ for that."

Ruby shot the heiress an annoyed look. "You can thank your _aim_ for that."

The Schnee looked like she had readied an angry reply, and Peter felt the need to cut in. "Right," he interrupted. "I'm guessing you guys haven't really made up since yesterday…?"

Weiss snorted and crossed her arms. Ruby let out a subdued sigh and shot Peter a helpless look, exasperatedly gesturing to Weiss. He gave her an apologetic smile. "You two will warm up to each other eventually," he quietly reassured her before raising his voice. "Anyway, do you guys mind if I travel with you? I haven't run into anybody yet."

"Sure!" Ruby chirped before Weiss had the chance to refuse. He heard the white-haired girl mumble something to herself before she began marching off.

"Whatever," she grunted. "Let's just get to this temple."

Peter flinched as he watched the heiress storm away. "You guys had another fight, didn't you?" he asked quietly. "She seems particularly...unhappy."

Ruby's shoulder slumped. "Yeah. Weiss doesn't think I can handle myself in a fight. Says I don't communicate enough." The scythe-wielder shook her head before turning to Peter as the two walked. "I just don't get it. She hates my guts and every time I try to show her that I'm _not_ just a kid, she finds someway to complain about it."

Peter clicked his tongue as he glanced between the two girls. He knew they didn't get off to the best start, but the continued friction wouldn't bode well at Beacon. "I think you two have just been hitting a series of rough patches," he began carefully. "Part of this whole exercise is to learn to work with people you just met. Weiss seems like a fairly clever girl; she's probably figured this out. She can't stay mad at you forever."

"I hope not," said Ruby.

The duo slowed their pace when they saw Weiss looking to her left and right, one hand on her chin and the other on her hip. Ruby and Peter came to a stop behind her. "Something wrong?" asked Peter, following Weiss' gaze. There was nothing noteworthy in either direction.

"I think the temple's this way," Weiss declared, taking several steps to the left. Suddenly, she paused. "Actually, no. I think it's this way." She moved to the right.

"It's actually straight," Peter offered. "You were on the right path before you stopped."

Weiss turned to face him, a suspicious look on her face. "And how do you know that?"

Peter blinked when he realized both girls were staring at him expectantly. "You guys did hear Ozpin when he said the temple was in the northern end of the forest, right?" They both nodded. Peter raised an eyebrow when he realized they hadn't caught on yet. "...We're also doing this exam in the morning. Sun's still on the rise, meaning _that_ ," Peter paused to point at the sun, "is east. That would make this general direction north." Peter accentuated the claim by pointing straight ahead.

Of course, the young man had long since double checked these laws. Remnant, in displaying yet another uncanny similarity to Earth, had a system of naming directions that mirrored Earth's. North, south, east, west; all existed on Remnant with the same law regarding the sun's cycle. The sun rose in the east and set in the west.

"Huh," said Ruby. "I hadn't thought of that, but you're right!"

Weiss pursed her lips. "Yes, I do suppose you are correct. Very well, straight it is."

The heiress didn't say anything to add onto that. Instead, she spun on her heel and continued forward. Peter and Ruby followed closely behind in a minute of silence before the red reaper spoke up. "You know, we could try to get a better view of the area to find the temple faster."

"I guess I could climb a tree or something," Peter mumbled almost to himself. He'd have to make it look harder than it really was for him, of course.

"Weeeeeeellll," Ruby began with an innocent smile. "I was thinking we could maybe hitch a ride on something that flies..."

"Like?" Weiss asked from up front.

"...A Nevermore?" Ruby offered with a shrug.

"Absolutely not," Weiss answered automatically. Ruby pouted before glancing at Peter expectantly.

The chocolate-eyed teen blinked at the redhead. "You want us to ride on a giant, flying, man-eating bird?"

"I mean when you put it _that_ way..."

"Sorry Rubes," Peter chuckled. "I was actually hoping to survive this initiation."

Ruby let out a playfully exaggerated sigh. "Fine. You're both party-poopers."

"I didn't say we'd _never_ try flying a Nevermore," Peter added with a cheeky smile. "Maybe one day."

Ruby grinned at him before pumping her fist in silent victory. Peter shook his head.

 _Crazy girl._

"Guys," Weiss began, peering through a pair of bushes. "I think we've found the temple."

Both Peter and Ruby snapped to attention and hurried forward. Sure enough, beyond the bush Weiss was looking over, the treeline ended, revealing a large clearing. There was a stone structure at the far end of the clearing. Peter squinted; he could make out two figures at the front of the temple. One was dressed in blacks and whites, while the other was a yellow mass of-

"Is that Yang?" Ruby vocalized, her eyes widening. "It is! Yang! Yang!"

The youngster shot forward, leaving Peter and Weiss to eat her dust – literally, as she tended to kick it straight up into their faces. Heiress and inter-dimensional visitor coughed in unison. "I really do not like her," Weiss growled. Peter winced.

 _Glad to see their partnership is going so well…_

"Come on," said Peter as he vaulted over a fallen tree. "Relics await."

Weiss wordlessly followed behind him as he made his way down to the temple. Ruby was already there, happily speaking with her sister while the other individual – a girl dressed in an even mix of blacks and whites with a dark bow in her raven hair – stood by, silently watching the sisters interact. The unnamed student then turned to look at Peter and Weiss with piercing gold eyes.

Yang seemed to notice the action because she, too, turned to look at the newcomers. A wide grin spread across her face. "Look what the cat dragged in," she laughed. "So, which of you partnered with who?"

Peter gave her a sympathetic look. "I'm the oddball out." Yang blinked before her eyes widened and she looked between her sister and Weiss. She visibly flinched.

"Yikes," she said quietly.

"Indeed," Peter said absentmindedly while his gaze hovered over the relics. His eyes fell upon the white pawn piece.

 _Looks like I'm the first to show up here without a partner._

Yang went back to Ruby – Peter heard her mention something about Weiss – while the young hero went to retrieve his relic. The observant girl with the golden eyes watched him closely.

Peter picked up his relic and pocketed it before turning and offering the unnamed girl a smile. "Hey there," he greeted. "I'm Peter. You're Yang's partner?"

She seemed almost startled when he abruptly began talking to her, but she recovered rapidly. "Yes...Blake."

"Nice to meet you! I- "

The group paused when a scream echoed through the forest. Blake reacted first, her head snapping in the direction of the sound. Peter was a fraction of a second behind her in the action.

"Some girl's in trouble!" Yang shouted, her gauntlets sliding forward. "You guys heard that?!"

"Yup," Peter grunted, eyes scanning their surroundings. "Anybody know who that was?"

The answer was a series of shaking heads. Peter pursed his lips. Then, abruptly, his attention was drawn to another terrified shout and-

On reflex, Peter jumped to catch the figure that came sailing over the treetops. He caught a glimpse of blond hair before the other student collided with him midair, sending them both across the clearing. Peter grunted, but kept his balance, landing firmly on his feet with stumbling minimized by years of experience.

The blond student ended up draped across Peter, but better him than a tree. Glancing down, the young hero recognized Jaune. The knight groaned as Spider-Man set him down. "Easy there," he mumbled as he lowered the boy to the ground. "You alright? Nothing broken?"

"Ugh," the boy managed out while propping himself up. "I think I just got flung halfway across the forest by a giant scorpion..."

"You what?"

" _ **Rwaaaaaaaah!**_ "

Both Peter and Jaune looked up, eyes widening when they say an Ursa stomping into the clearing through the trees. It reared up on its hind legs, flailing angrily for a moment before collapsing. Peter blinked when he watched an orange-haired girl cheerfully hop off the creature's back.

 _Now I know what New Yorkers must have felt like when I rode the Lizard into Times Square..._

The orange-haired girl pouted at the Grimm that had fallen behind her before immediately switching gears and rushing to the relics, cooing at a white rook before eagerly swiping it from its pedestal and singing a tune to herself.

" _Nora_!" shouted a new voice. Peter watched as a young man stumbled from behind the fallen Ursa. His green clothes were slightly disheveled, and he certainly looked like the more unwilling passenger aboard the beast.

The newly-named Nora grinned and saluted before skipping over to her partner.

"Did she...did she ride that thing here?" Jaune grunted weakly, hauling himself to his feet.

"Arriving in style must be a strong suite of hers," Peter commented. "Come on."

Jaune stumbled slightly upon getting to his feet but regained his bearings quickly. He jogged beside Peter as they regrouped. "Hey," he began suddenly. "Where's Pyrrha?"

Weiss, who had been close enough to hear them, turned around. "Pyrrha?" she asked "What about Pyrrha?"

"She was with me right before we ran into...the..." Jaune trailed off when the redhead in question burst from the trees, followed closely by a _giant scorpion_.

"...The Deathstalker," Jaune finished, wide-eyed. "Crap, _Pyrrha_!"

The Spartan-like girl sprinted frantically, but the massive Grimm was faster. It gained on her and lashed out with its claws. Pyrrha dodged one swipe of the beast's pincer, then a second; the third, however, connected with her side and sent her flying across the clearing. She cartwheeled away from the group, landing some distance away before scrambling to her feet. Meanwhile, the Deathstalker raced towards them.

Jaune moved to help Pyrrha while Peter pushed his way to the front of the group.

 _Hey Mac, I see the Red Bull's been doing wonders for ya_ , Peter thought, sharing the reference with no one but himself, even as the massive scorpion Grimm closed the distance. He had been on the verge of offering a plan of action for the students when Ruby let out a battle cry and shot forward, Crescent Rose unsheathed and ready for action.

"Ruby!" Peter and Yang yelled in unison. The youngest student present either didn't hear them or didn't care; instead, she rushed the approaching Deathstalker and swung her scythe, the bladed end bouncing harmlessly off the Grimm's armored exoskeleton.

Yang moved forward and grunted, "What is she- Ruby, get out of there!"

"D-Don't worry, everything's fine!" Ruby shouted back. She whirled around when the Deathstalker continued its approached and fired a bullet straight into its head. There was sharp _crack_ and a spark, but the Grimm didn't even falter. Ruby jumped slightly and then ran for it. Yang cursed under her breath and charged forward.

The moment she took her first steps, Peter's spider-sense went wild. He inhaled sharply. " _Above us_!" he roared as he jumped out of harm's way.

No sooner had he said that than a storm of massive, razor-sharp feathers rained down on them. Weiss, who had been next to him, yelped and dodged to avoid a projectile that had nearly punched through her head.

Peter rolled from his dive and shuffled to his feet before chasing after Yang. He glanced over his shoulder at the sky to find a gargantuan avian Grimm descending upon them.

 _Nevermore_ , he realized.

The hail of feathers moved in a straight line, directly over Yang, forcing the blonde to dodge frantically to avoid being hit. One of the Nevermore's feathers landed right in front of the huntress-to-be, and to avoid running into it, she dropped on her back and slid to halt her momentum.

Ruby, meanwhile, tried to move out of the way, but through a stroke of bad luck, one stray feather shot straight through her crimson cape, effectively pinning her to the ground. She grunted when she suddenly found herself unable to run.

The Nevermore flew over them and began a wide returning arc, but the Deathstalker plowed on forward, even when a few feathers bounced off it.

"Ruby!" Yang yelled as she jumped to her feet. Peter shot past her while she did so. "Get out of there!"

The boy was faster than the Deathstalker, but it was already almost upon Ruby. Peter gritted his teeth and plucked a Nevermore feather from the ground. His super strength made the task trivial, but before he could try to lob the thing at the lethal stinger the Deathstalker was raising above Ruby's head, a white blur shot past him.

"Weiss?" he grunted when a wall of glimmering ice suddenly popped into existence between Ruby and the Deathstalker. The Grimm's tail was lodged firmly in the mass of freezing crystals.

Ruby blinked in confusion before raising her head to find the Schnee heiress standing in front of her, blade planted in the ground. Weiss slowly turned her head and said something to Ruby. There was a scolding frown on her face, but the expression softened after a moment. She said something else before helping her up.

Somewhere behind him, he heard Yang breathe a sigh of relief before rushing past him to her sister. Peter let out a breath himself and tossed his impromptu javelin aside. That had been closer than anybody would have liked.

Above him, the Nevermore shrieked. Its massive form was beginning to circle around – thankfully, the beast's size made its turn arc wide and slow.

"Girls," Peter called to the trio by the Deathstalker, eyes fixed on the Nevermore. "Big flying thing up there is coming around again."

That got them moving. Weiss, Yang, and Ruby quickly worked to get the feather out of Ruby's cape while the scorpion-esque Grimm struggled to free itself. The ice began to crack, but the girls were already on their way back.

"That thing's getting close," Jaune warned when they regrouped. Pyrrha and Peter shared a nod of greeting when they did so.

"You alright?" Peter asked quietly.

"Yes, thank you," Pyrrha responded, her eyes shifting back to the Deathstalker. Peter followed her gaze. The ice continued to crack.

"There's no sense in dillydallying," Weiss said hurriedly. "The objective is right here."

"She's right," Ruby added with a nod. "We just need the relics. There's no point in fighting these things."

"Run and live," said Jaune. "That is an idea I can get behind."

"The Nevermore will follow us," Peter mumbled, drawing their attention. "Gonna have to move fast if we want to outrun it."

"Grab the relics, then. Fast," Weiss ordered as she got to work. The other students moved to grab their chosen pieces. Peter double checked his pocket to ensure his piece was still there.

There was a loud crackling sound when the Deathstalker furiously jerked its tail about. The ice continued to weaken. "Time we left," said the boy who had arrived with Nora. Ruby voiced her agreement and moved forward, waving for the group to follow. Peter didn't miss the proud look Yang gave her sister when he jogged after her.

The young man wondered if Ruby knew that she had seated herself into a position of leadership. Peter wasn't unaccustomed to the idea, but Ruby? Who knew.

Seeing some of the other students hesitate for a moment, Peter moved forward, along with Jaune, who waved for the others to follow. Seeing nearly half their group begin to disperse, the others fell into line, and the run for the cliff began.

~X~

Even though he abstained from his web-shooters and his ability to cling to just about any surface, Peter still found himself to be one of the most mobile members of the group. While running, the only person who could outpace him had been Ruby.

Once they had made it to the gorge that separated them from the cliff side, however, maneuverability became key. When Weiss began using her glyphs, she and Ruby became the most mobile members of the group, with Ruby dominating in horizontal movement, and Weiss in vertical.

Peter followed closely behind them, with Blake and Yang not too far behind. The remaining members of the group, on the other hand, weren't quite as lucky. Pyrrha and the boy who came with Nora – Ren, he called himself – were fast, but couldn't attain the altitude some of the others could. Nora was clever in the way she used her hammer to catapult herself, but Jaune seemed lacking in both speed and maneuverability.

These varying levels of mobility became a concern when Peter's prediction became true: the Nevermore had followed them. The massive creature made its presence known when a shadow passed over the group. Many looked up, gasping sharply as the Grimm flew overhead.

It circled and landed on a half-destroyed pillar some distance ahead, directly in their path. The avian let out a thunderous screech.

"Well _that's_ great," Yang muttered as the students began taking cover behind the pillars. Peter could practically feel the Grimm's gaze sweeping the area.

 _Can't effectively fight that thing down here without web-shooters_ , Peter thought, frowning to himself. He'd have to somehow get onto the Grimm if he wanted to do any work.

Heck, maybe he and Ruby would end up riding a Nevermore earlier than either of them had thought.

"Oh crap!" Jaune shouted when something crashed through the trees behind them. The group turned to see the Deathstalker stomping out from the edge of the forest. "Run!"

There wasn't much time to react. While some of the students rushed forward, Peter made a split-second decision and turned around, slowly approaching the charging Deathstalker.

"What are you doing?!" he heard Weiss shout from up ahead.

"Deal with the Nevermore!" Peter shouted back without looking over his shoulder. "Bigger threat! I'll distract the Deathstalker."

"By yourself?" a new voice, Jaune's, added. "Didn't we already try that and learn that it didn't work?!"

"No choice!" Peter shouted firmly. The Deathstalker was getting closer. "Just go _!_ "

The young hero didn't wait for further conversation. He sprinted forward, honing in on the Deathstalker. He reminded himself that Grimm, by definition, were soulless creatures, proven to be relentlessly hostile to humans and faunus.

 _It's like a machine programmed to hunt people_ , Peter told himself. _It's not an animal. Don't try to subdue it._

Ozpin had been very thorough in his explanation to Peter that Grimm were not to be treated as anything less than that which needed to be eradicated. Back when Peter had believed the creatures to be strange animals, he hadn't wanted to kill them – it wasn't in his nature. His research, however, had likened Grimm more to machines than anything living.

Ozpin had made sure to reinforce that belief after he found out that Grimm were not a problem on Earth.

Right before Peter closed the distance between himself and the Deathstalker, he heard Ren shout Nora's name. He paid it no mind as he flipped over the scorpion's swipe and cocked his arm. His fist crashed into the thing's armored head. For discretion's sake, Peter didn't hit with his full strength, but the power packed into the blow was enough to stagger the Grimm, cracks spider-webbing from where he had hit it.

Peter jumped when his spider-sense alerted him to the Deathstalker's tail. As he dodged it, he caught sight of Nora and Ren rushing towards him. The former had a massive hammer in her arms while the latter sported dual submachine gun-like firearms.

 _Huh, guess they're not very well equipped to fight a Nevermore either._

"Give me a second!" he shouted to his approaching classmates. "I'm gonna get a hold of its tail!"

The young hero stayed true to his word and immediately went to work grabbing the Deathstalker's tail at the base of the stinger. He catapulted off the monster's back and landed behind it, its tail held firmly in his grasp. Planting his feet, Peter tugged, and the Grimm let out a confused shriek when it was suddenly pulled backwards.

"Go, now, hit it now!" Peter yelled.

Ren unloaded his SMGs' clips into the creature to almost no effect, but it did provide minor cover for Nora to close the distance. She grinned and swung her hammer, bringing it down on the spot where Peter had punched the Deathstalker. The blow struck and the Grimm flailed furiously. However, while Peter had a firm grip on its massive tail, its claws were still free to swipe at the other students.

Peter tried to jerk the massive Grimm back further, but he was a second too late. One of the claws caught Ren in the side. The boy grunted when the force of the blow sent him sailing over into the nearby ruins where he crashed into an ancient, crumbling wall.

"Ren!" Nora gasped.

Peter winced and dragged the Deathstalker further back before its pincers could reach Nora. "Check on your friend!" he ordered. "I'll keep the Grimm bu- "

"I'm fine!" came the weak cry from Ren's direction. The boy was hauling himself to his feet. The orange-haired girl shot her friend one final look before whirling around, her weapon letting out a series of mechanical groans as it compacted into a grenade launcher.

 _Geez, these kids would make the Autobots jealous with the amount of transforming going on here._

The Deathstalker brought up its claws to block the projectiles that Nora fired. They impacted and exploded upon its armor, but the Grimm held strong. Peter risked a look over his shoulder in the moment of the Grimm's distraction. The gorge made way for a steep cliff not far to his left. There was a shattered bridge leading across the chasm, beyond which the Nevermore battled the remaining students.

Peter resisted the urge to make a quick headcount of the students he saw and instead huffed and began sprinting to the cliff. The Deathstalker, massive and heavy as it may have been, wasn't beyond what he could haul. In didn't even approach the maximum amount of weight he had supported over the years, if he was honest with himself.

Of course, the other students didn't need to know that.

The Grimm roared and tried to turn around to snap at him, but with its tail unable to bend far enough to allow it to rotate, the beast couldn't reach Spider-Man. He felt the tail jerk angrily in his grip but made sure to stick to the ground to help maintain his balance.

Despite the Deathstalker's struggles, Peter made steady headway towards the cliff side. He heard a battle cry from Nora and felt an impact shudder through the Grimm when she hit it with her hammer. Its struggles weakened, and Peter's run to the cliff sped up.

 _And they say scorpions are a spider's natural enemy_ , Peter thought with a wry grin as he approached the cliff.

With a heave, the young hero planted his feet and pivoted, dragging the Grimm with him. Nora's second strike on the creature made the movement that much simpler when the blow took the Deathstalker off its feet. With one final burst of movement, Peter hauled the monster over the edge of the cliff.

It let out one more furious roar as it went over the edge, its limbs flailing helplessly as it tried to latch onto the cliff. Gravity, however, allowed no such thing, and Peter watched as the Grimm disappeared into the misty abyss below.

 _Spidey and friends, one, giant Mac Gargan knockoff, zero._

A split second later, there was a thump beside him when Nora landed to his right, a wide smile plastered on her face. She took one look over the cliff before pumping her bicep and winking at Peter. "Now _that_ was something!" she cheered. "Good throw!"

Peter offered her a smile of his own. "Couldn't have done it without the help," he shot back before glancing at Ren as he slowly limped towards them. Nora's eyes widened when she remembered her injured friend and immediately rushed to his side, looping his arm over her shoulders. Peter, satisfied that the two were okay, turned around to check on the Nevermore fight.

His eyes widened when he saw Ruby Rose sailing towards the massive Grimm. Her scythe hooked around its neck, and the impact dragged the monster against the cliff side. A series of white glyphs appeared on the rocks before her, and Ruby sprinted up, firing her gun for extra momentum.

Peter couldn't stop the impressed whistle that left his lips when the girl dragged a monster multiple times her size and weight up a vertical surface before jumping over the edge of the cliff, her weapon slicing clean through the Nevermore's neck. Its severed head and evaporating body rolled down the plateau.

"Whoa," Peter mumbled. _That_ was impressive.

Ruby huffed atop the cliff, sheathing her weapon. A silence descended upon the gorge with the two monsters finally defeated. The young reaper looked about, threw her hands in the air, and shouted.

"We did it!"

* * *

 **A/N:** Good ole' Theorems, coming at you one Saturday evening (or _super_ early Sunday morning, depends on how you look at it) with a massively overdue chapter. In all honesty though, I had some back luck with trying to put this chapter out. After posting a chapter for my other story, which took about a month, I started work on this chapter. However, I got sick – twice – and lemme tell ya, when you've got a fever, writing becomes a pretty taxing thing. Here's hoping the next chapter comes out before we've all got gray hair.

Regarding this chapter, I don't think there's much to explain. Peter fights without web-shooters or his stick 'em powers (shout out to those who catch that reference) to help hide his identity while making good use of his strength and speed. Character interaction is slowly picking up, and I plan on having it peak in coming chapters when the action goes down in favor of the students' getting to know each other. As for teams? Well, next chapter, you guys will know, and I think I have a solution that fits most needs. Till then, ladies and gents!

 **Review Responses** – I read all reviews, but I respond to those that seem like they are asking a legitimate question or bring up something that I'd like to address. If you stopped by and said something like 'good work' or 'good story', then know that, even if I don't directly respond to you below, you have my thanks!

 **Miltonius:** Because I found it a little difficult to believe that an Aura engine could be crammed into a wristband. Armor felt like it would be more realistic.

 **Demidragon:** I'm not sure yet. There are a lot of ways to take that subplot, but we'll see where it leads.

 **seem14:** Glad you're liking it. Yeah, if superhero work doesn't fit, Peter really could just become a scientist. Couple his genius with his Earth knowledge, and he could offer Remnant some improvements to some of their technology.

 **Marius Dragomir:** From a realistic standpoint, we could point to vocal inflections, the adrenaline from the Torchwick encounter, and Peter's mask muffling his voice. Imagine remembering the voice of someone you met once while you were in the middle of a life-or-death battle. Also, I double checked Qrow's initial fight with Winter, and the only concrete-shattering moments were from melee strikes, which is a result of weapon durability and the user's actual strength. There's definitely a risk when Peter fights Grimm without his mask, since people might pin him as Spidey, but he is taking measure to prevent that. That will be expanded upon in future chapters. And yes, I agree with you that this story should take steps away from the main plot line to explore Peter's butterfly effect on Remnant.

 **Bucky749:** Maybe! Thanks for answering the question!

 **BlueSynth:** This chapter may have clued you in, but Peter will not be receiving an OC team. Glad you enjoyed what Chapter 6 offered! As for Pyrrha vs. Peter, I've actually thought about it, and I've got some decent ideas. I will say this: Peter's armor has metal in it.

 **Spiderman-fan98:** I believe in growth as well, but I think we can improve Peter's powers without having to add new ones, just to keep his powers close to home. I'm also going to point out that this Spider-Man has also spent years practicing with his powers. I, personally, thing Aura acts like a second skin that shields against a given amount of damage. Imagine energy-based, skin-tight armor. People can still grab Aura-encased opponents, so it can't be a repelling force field bubbling someone. At least, this is my interpretation of it. Peter's current gauntlets can actually be thought of as weapons of sorts because they reinforce his already durable hands and wrists. The ideas you presented regarding other weapons are very interesting, though. And thanks, you too!

 **AsouShibata:** Oh, most definitely!

 **mmh:** Not quite what I had in mind, but I think I have an all-purpose solution.

 **mrfugen01:** Hey, they're _both_ pretty fair game. Who knows?

 **MajorBrony95:** No Spidey during initiation, but they'll meet eventually. Very accurate ideas regarding how the main cast will respond to our protagonist! As for who Peter will team with...well, after seeing this chapter, take a guess :P

 **Laxard:** For the most part, ammo in RWBY actually doesn't destroy environment. But then again, RWBY isn't the best at consistency, if we're going to be totally honest.

 **cpritchard326:** No harems planned at this point, so welcome aboard!

 **shadyxlr:** No plans to mix up teams so far! Sorry for the late chapter, but hey, better late than never, right?

 **Croniklerx:** Ya got a PM waiting for you in response to this, as usual, good sir.

 **BisonMan:** Oh stop, you're making me blush haha. Either way, glad you're enjoying it!

 **Moss Stories:** Thanks!

 **OtakuHazelEyes:** Heh, he'll figure out soon enough.

 **RockinRobin1234:** Then you read it right, because that's exactly how I tried to write Peter and Ozpin's conversation. So far, there is no harem planned, so you can rest easy, friend. Peter won't be getting an OC team, but he won't be just a fifth tack-on to an existing team (partially because 'P' doesn't fit in RWBY, and I like JNPR's existing 'P' too much to replace her).

 **Exanime Draco:** Thanks! Maybe one day, we'll see a crossover like that, who knows?

 **Gr8nTrbl:** I think Ozpin looks like he's in his late 50s or early 60s, at best, but, in the interest of not spoiling RWBY for you, just in case you haven't seen the later volumes, I'll just say that Ozpin is older than he looks. Mostly because I forgot to write that joke in (funny, because I had it in mind the moment I began drafting Chapter 1), but it'll come up eventually. Ohhhh, that Scarecrow/Tinman comment is golden! Yes, I need to include that at some point. And glad you enjoyed the talks between Peter, Jaune, and Yang.

 **95Thegamer59:** Your idea works too, honestly. I think I'd prefer for him to have a more measurable amount of (fake) Aura, but still.

 **gabe. d. clark. 1997:** I mean, it could work, but so far, I'm pretty dead set on Peter having no real Aura, but instead getting stronger in different ways.

 **Axccel:** Who said Peter would stop being Spider-Man? Also, the room never had a mirror or security cameras. Ozpin actually interrogated Peter not for saving people, but because of the portal through which he arrived in. Peter certainly took a risk in removing his mask, but it was for a good cause. He risked making an enemy out of a good man. Also, given Peter's current situation (or, at least, the situation at the time of his talk with Ozpin), revealing his face didn't actually create too many immediate consequences for him. Honestly, he'd be able to live his life like the other 99% of the huntsmen/huntresses on the planet and just do his job without the mask if he really needed to. I'm pretty confident in Peter's reasoning behind both his revealing himself and his joining Beacon. True points about Grimm vs. the enemy within, but the police exist to fight criminals; huntsmen exist primarily to fight Grimm, and Peter, based on his powers, is more the latter than the former, even if he can do both duties. Plenty of canon huntsmen did both, actually.

 **TheWovenMantis:** And here _I_ am, a whole _two_ months late! And thanks :)

 **graysean86:** You're actually right about that. Lots of the RWBY villain are very similar to the Marvel universe. Cinder is also like a fiery version of Electro, while Salem is loosely similar to something like Venom from Web of Shadows. Adam can sort of be compared to Deadpool, but with all the comedy and fun stripped away.

 **Obsidian Prime:** Ohh, I like that! And thanks for answering the question!


	8. Chapter 8: Ice Queen

A/N and review responses at the bottom.

* * *

Roman Torchwick audibly groaned.

"How far back does this set us?" he grumbled, pinching the bridge of his nose.

The White Fang member – some sort of leopard faunus or whatever, Roman didn't really care – shuffled his feet. "A week, maybe two. Depends on if the spider kid's done more that we haven't seen yet."

"Brat's becoming a damn problem," Torchwick cursed under his breath. "Alright, whatever. Make do with what we have and try to secure another shipment. And get a new provider while you're at it, I don't really care who. You guys have a list of them stashed somewhere, I'm sure."

The faunus bristled but said nothing. He grabbed his Scroll and made for the door, leaving Roman to look at the most recent news post on Spider-Man on his own Scroll. It was the last thing Spider-Man had done before his short scuffle with Torchwick and his fiery companion.

The kid had gone and pinned one of the White Fang's more cooperative arms dealers not too long ago. He wasn't the only one in Vale, but he had been devoted to the faunus, and he was anything but conservative with them in their dealings. With him gone, Roman was looking at decreased weapon supplies and overall progress.

"That brat is _dead_ when I get my hands on him."

How could one kid, one stupid kid in red and blue pajamas, throw a monkey wrench the size of an Ursa Major into his plans?

"Hmm, the spider getting you worked up, Roman?"

The mob boss barely even flinched at the sudden voice of his chief partner. He had learned long ago that she could be silent when she wanted to be. He didn't even turn away from his Scroll when he responded.

"Blasted kid's been meddling in this whole operation for over a month now. Spider-Man this and Spider-Man that. I just can't get a break from this guy. For a spider, he's annoyingly similar to a cockroach. So...yes, I'm a _little_ worked up. A guy can only swat a bug away so many times before the game gets old."

"Patience. He'll be removed soon."

The orange-haired man glanced at his partner in crime. Cinder Fall leaned comfortably against a darkened wall. Her glowing golden eyes, confident, seductive, and mischievous as ever, stared back at him.

"...You know, I really thought you'd be more bothered by all this," Roman said slowly. His cohort only giggled to herself, laughing at a joke only she was in on.

"Oh trust me, I won't regret watching him fall," she purred, a hint of venom in her otherwise sultry tone. "But it's almost cute, in a child-like way – this 'Spider-Man' mantle. Honestly, I doubt the boy knows anything about this. He's probably just basking in the attention while playing hero. I'm sure he'll be in for a rude awakening when he realizes just who he's dealing with."

Torchwick suppressed an involuntary shiver that threatened to travel down his spine. Whatever she had planned, Cinder wouldn't make Spider-Man's life easy. Another thing he had learned from his dealings with this woman was that, when she was angry with someone, she wouldn't show it. She was subtle and crafty like that, but he had seen her enough times to know that she harbored no good intentions toward Spider-Man. That kid would regret crossing her path once they met in battle again.

Cinder stepped away from the wall, sashaying into the light. Slender legs carried her across the room until she was at Torchwick's side. Roman watched her run a hand across his Scroll, her fingers flicking the news post of Spider-Man aside to make room for another post about the vigilante.

"Lots of news coverage on him, isn't there?" she hummed, still scrolling. "The boy seems like he's almost everywhere. Have the White Fang check for bugs in their facilities again, just to be sure. And tell them _not_ to kill the spider if they find him."

"Kill him?" Roman snorted. "These grunts couldn't defend themselves against this kid, let alone kill him. But out of curiosity, why keep him alive?"

"Personal reasons," Cinder sang, flicking a finger over her lips. Her eyes flashed. "Who trained him? Why's he so focused on us? I want to know who or what gave birth to the name 'Spider-Man'. If they trained one, they might be training more."

Torchwick gagged. One costumed creep was enough, but more? Ugh.

"On an off note," Cinder mentioned. "The new year at Beacon started and the scythe girl is enrolled."

"Red?" Roman grunted. "Seems a bit young to be at Beacon."

"She is. The headmaster is pretty tight lipped about reasoning. The ceremony was public, as always, but there's no released data on the students."

"Any spider faunus?" Torchwick joked, half serious. Surely the brat wasn't stupid enough to go _that_ public with his powers. Roman didn't even think the kid would be at Beacon.

 _Although…_

Cinder smiled. "If Beacon knows who Spider-Man is, they won't be open about him at all. No, I doubt we'll find him just by looking at the roster. The only unique thing about that is the first year class listing. Pyrrha Nikos is in the lineup, and there's an odd number of students."

"Nikos, huh? I think I had some cereal this morning with a 'Pyrrha Nikos' on the box."

"Famous student huntress," the fiery fem said offhandedly, sliding Roman the Scroll. "Something of a celebrity."

Torchwick looked down at the device. A green-eyed redhead's smiling face greeted him on the screen. Same face that was on his Marshmallow Flakes box this morning. Go figure.

"No wonder they've got an odd number of students if she's such a hot shot. Probably couldn't resist squeezing Miss Celebrity into a packed class."

Cinder, already walking away, merely waved over her shoulder. "Have someone keep an eye on her progress at Beacon. She's unique, and if she's as good as people say, I have no doubt Ozpin will try to make something of her. Something that he'll then try to use against us."

"Yeah, sure thing," Roman grunted, fingers flicking over his Scroll. This Nikos character that Cinder seemed interested in – if vaguely, at best – was part of Team JNPR. What a lame name.

"Oh, and Roman," Cinder called. He glanced up to find her giving him her trademark succubus smirk. "Do try to keep the White Fang in line on your next heist chain. We have a lot to make up for because of Spider-Man."

The way she said that didn't sit well with the orange-haired mob boss as he watched her leave. He frowned when the door shut behind her and lit a cigar before returning to the Scroll.

 _Crazy woman. Also hot. But mostly crazy. And dangerous. Crazy dangerous?_

He thumbed through the Beacon first year lists, the students names evenly divided into teams until...huh.

"An 'auxiliary student'?" he wondered aloud. "The crap's an 'auxiliary student'?"

Meh, it didn't matter. Just some kid named Peter.

Whoever that was.

~X~

It was early in the morning when he opened his eyes. A thin ray of sunlight filtered through the crack in the curtains, bathing much of his face in a golden beam. For a split second, Peter thought he was at home in bed, waking up for another day at Midtown High.

Then, of course, he remembered.

Remnant and Beacon quickly rushed back to memory. Peter quietly sighed at the realization that he was not, in fact, about to enjoy Aunt May's homemade breakfast. He turned to lie on his back, eyes gazing up at the ceiling of the dorm he was sharing with his current 'team'.

He used that word lightly.

Peter glanced over at his alarm clock. It read 6:47. Thirteen whole minutes of sleep left. Or thirteen minutes before the others woke up and began using the bathroom.

 _Screw it._

Mustering the willpower, Peter sat up in his bed. The dorm was warm enough that pushing the covers off wasn't uncomfortable. His pajamas did more than enough to keep him warm.

The first thing he noticed was that Blake was already awake and rummaging through her suitcase. As Peter stretched, his joints popped, just loud enough for the raven-haired girl to hear. She turned her head, saw him, and then went right back to work.

Peter paid her little mind and quietly stood up. A quick look around the room told him that Yang, Weiss, and Ruby were still asleep.

 _If Aunt May ever finds out I shared a dorm with four girls, I might as well sign my will right here and now._

It still baffled him how he had ended up here. Honestly, he had expected Ozpin to stick him onto some other team as their fifth member.

But that hadn't happened.

He had also expected Ozpin to give him a dorm that wasn't occupied by a team of all girls but hey, he had been wrong once about the teams before, hadn't he?

Turned out, he was wrong again.

The ceremony after the initiation wasn't anything too exciting. No evaluation of performance, no grilling instructors, nothing. The relics had determined what pairs of partners would work with whom. Each team had one leader and a name corresponding with the students' names.

Peter was mostly impressed with how creative Ozpin had been with creating names out of randomized letters. He was also pretty impressed with the chances of the letters forming recognizable words.

Jaune led his own team, Team JNPR, consisting of him, Ren and Nora, and the famous girl, Pyrrha. Peter had no clue why she wasn't leader, if she was so well-known.

Ruby, Yang, Blake, and Weiss came together to form Team RWBY, led by none other than Ruby herself.

Weiss had looked like she had seen a ghost when the leader had been announced.

There were several other teams that had gone through this process. And then there was him, Peter Parker, costumed hero and displaced high school nobody stuck in another reality. Ozpin had something special planned for the student who found no partner.

" _Peter Parker,_ " the headmaster had stated once the final team had been formed. " _As you remember, I prefaced the initiation by explaining that one student would be left without a partner, due to the odd number of accepted applicants we were faced with this year._ "

Peter had naively hoped that he would be able to work separately from the other teams. It would make balancing life as Spider-Man and Peter Parker easier. But then, his luck struck again; he not only didn't get what he wanted, but he was given the exact _opposite_ of what he wanted.

" _Today, you are that student,_ " Ozpin continued. " _After considering several factors, the staff and I have come to a decision regarding your future position at Beacon. You will function as an auxiliary student for the coming year. For simplicity's sake, you will room with a single team, but your assignments will have you working with multiple different teams over the course of your stay here. In effect, you are a part of every team gathered here today. Congratulations._ "

The young man had barely registered the applause that had come afterward or the congratulatory clap he had received from Yang. He was going to be on _every team_? All he had wanted was to be given a little wiggle room and put on his own!

 _Just my luck_ , the hero mentally told himself. He wasn't unused to it; in fact, a dry laugh escaped his lips at the thought, just as he grabbed the Beacon uniform they had all gotten yesterday. He probably should have expected it, and to be fair, it could have been a lot worse. At least he had gotten a makeshift bed in the form of a bed mat for the floor. Not enough room for five beds, but he couldn't have cared less. The mat was comfortable enough, and he wasn't about to share a bed with anyone.

Peter eventually silently nodded in greeting while walking past Blake on his way to the bathroom, Beacon uniform draped over his arm. She returned the quiet gesture.

A quick trip to the dorm bathroom later, he was dressed in the brown uniform the school had provided. It was a little rough around the edges and it wasn't the comfiest thing he had ever worn, but he could manage. Blake, still in her nightwear, had gone from searching through her bags to reading quietly in her bed. She blinked in surprise when she saw Peter had already dressed.

"Class doesn't start until nine," she said briefly, eyes returning to the pages. "It isn't even seven yet."

Peter paused mid-step. "I thought it might be more appropriate to walk around Beacon in the uniform instead of my pajamas. I guess I could swap back, the uniform's not that comfortable..."

"Where are you going this early?" Blake asked when she looked back at him.

He pointed out the door. "Off to see the world. Wanna come?"

She blinked once, twice, three times. "What?"

"Just exploring," Peter elaborated with a small smirk. "Might get some breakfast while I'm at it. You in?"

He wasn't surprised when she raised an eyebrow at his antics. What did surprise him was when she nodded. "Five minutes."

The young hero shrugged off his momentary surprise at his normally recluse roommate's agreement to join him and quietly told her he'd be in the hall.

Blake hadn't been lying about needing five minutes. In as much time, the two students were outside of their dorm, both stifling shivers at the cool air in Beacon's halls.

"You usually wake up this early?" Peter asked when they began walking away from the dorms.

"Sometimes," Blake admitted. "What about you?"

"I'd prefer to sleep in a bit. But of course, the one time school starts at nine, I wake up before seven."

Blake smiled. "Better than waking up late."

"Can't argue there."

Their walk was aimless. Peter, hands in pockets, glanced at nearly every room they passed, silently noting the details. Blake seemed to mirror the action. In a few of the classrooms, teachers were already up and about.

"Kinda surprised that the teachers are already working on stuff," Peter commented. "I thought the earliest classes don't start for at least another hour."

The raven-haired girl hummed in agreement. She then seemed to hesitate for a moment before glancing at him. "Hey, quick question."

"Shoot."

"Back in the forest, right before the Nevermore attacked...how'd you know it was there?"

 _The Nevermore? How could anyone have missed tha- oh._

He had forgotten about that spider-sense moment. In all the excitement, he had failed to mask his ability to detect danger. Since that seemingly-miraculous – or 'infuriating', as his rogues' gallery would say – ability was a Spidey specialty, Peter would have to dodge attacks in a less flashy manner when he wasn't wearing the mask.

Best to try and play it off.

"You mean the giant flying black thing that shoots razor feathers at people?" he asked with a raised eyebrow, doing his best to maintain the charade. "Kinda hard _not_ to see it."

Blake frowned. "You didn't even turn to look at it," she gently pointed out before shrugging. "I just thought maybe you heard it...but then, to hear it from that distance – only certain faunus have hearing that good."

"Yeah, well, sorry to disappoint, but I'm just a boring ole' human," Peter chuckled.

The girl's gaze drifted to the ground. She looked almost disappointed. "I see."

"Why? Were you hoping to meet a faunus or something?"

She shrugged. "I was just curious. Haven't seen a lot of them at Beacon."

"Yeah, I've noticed that too," Peter added with a frown. "I feel like, with the White Fang making headlines on a daily, the other faunus are probably a little cautious about heading out. I feel sorry for the good ones that get pegged with the Fang's reputation for, ah, 'misdemeanor'."

Blake suddenly seemed interested again. She swiveled to face him. Her eyes seemed to gleam in curiosity. "So you're okay with them? The faunus, I mean?"

"Well, yeah, sure. I'm alright with any faunus that's not enlisted with a crime ring. Or a terrorist organization. Take your pick. Actually, that rule typically applies to most people for me." She was watching him keenly. "You sound almost surprised."

"That's not a mindset you find in Vale often," Blake explained, her brow creasing. "Lots of people here think the White Fang and the faunus are the same thing. One's misguided, the other peaceful. Both hated."

 _Takes quite a bit of misguidance to look at a kid and shoot on sight_ , Peter thought dryly. The memories of a hundred Dust bullets whistling past his head during his nights as Spider-Man were still fresh in his memory.

She wasn't entirely wrong, but if Spider-Man had learned anything from the White Fang, it was that there was more than just a little misguidance going on.

"I guess you could say that," said Peter. "White Fang out of the picture, though, I'd say we're looking at pretty ordinary people."

Blake quietly hummed in agreement. It was at that moment that Peter saw a guide sign along the wall. _Cafeteria_ , it read, with an arrow pointing down the hall to their left. The young man grinned and turned to his roommate.

"So how about that breakfast?"

~X~

Weiss Schnee shut her eyes for what felt like the umpteenth time that day, desperately trying to ignore the hyperactive girl that sat next to her, spewing rapid fire ideas at her sister and the only male attendant of Team RWBY's dorm.

The heiress' day had started with a bang – almost literally, seeing as she had collapsed onto the floor after Ruby had blown a whistle _right in her face_ not a moment after she had woken up. This, of course, had added to her list of complaints against her team's leader.

It had taken more willpower than she realized to come to accept Ruby as a sort-of partner, back at the forest. But to have to be _led_ by her? To have to admit that _she_ was team leader? Weiss couldn't imagine why Ruby had even gotten into Beacon so early, let alone have to identify her as Team RWBY's leader.

Weiss couldn't help but cast a helpless look in Pyrrha Nikos' direction. She had missed her chance to partner with one of the strongest huntresses of her generation and instead ended up with a ragtag group whose only real friendship existed between the two sisters and the boy who technically wasn't even a part of their team.

Said friendship was like a match made on a Grimm dating site. The child who thought she was an adult, and the two adults who apparently liked acting like children. Peter and Yang had a talent for encouraging Ruby's antics by going along with it, but Ruby herself was, in Weiss' eyes, the root of the issue.

Blake, while Weiss hadn't forgotten her comments on SDC, was at least quiet enough that she wasn't causing any problems to add to RWBY's lengthy list.

Pyrrha, meanwhile, didn't notice Weiss' gaze. The former was too busy chatting animatedly with her partner – that Jaune fellow that had coined the awful 'Snow Angel' nickname that Peter sometimes called her by.

The Schnee's second oldest daughter could only sigh at the hand she had been dealt. Team RWBY, although they barely knew each other as of now, could come together and work as a team. That much, Weiss was sure of. That process, however, would be infinitely faster if their leader was anyone but Ruby.

 _If my grades take any hit because of this team, and if Father sees this…_

Weiss bit the inside of her lip. Her father didn't want her in Beacon. She didn't want to be in Atlas. He would use any excuse to bring her back, and she didn't want her team's performance to be one of them.

"Students!" called the voice of their teacher, Professor Port. His call echoed through the room, and the whispering died down. "It's time we begin class. I'd ask that you all quiet down, because we do have quite a bit to cover today."

Like clockwork, Weiss moved to position herself in an attentive manner. Back straight, arms folded, eyes forward. The professor immediately went to work introducing himself and his class, Grimm Studies.

The man began his lecture, and Weiss tried to listen, she really did, but a certain scythe-wielder apparently had other plans.

"When I was a boy, growing up in..."

Weiss momentarily tuned him out when she noticed Ruby furiously scribbling on her paper.

 _Is she taking notes? Huh, I didn't think she'd-_

Nope. Ruby had been drawing. She held up the paper for her sister to see, a crudely-drawn picture of Professor Port on the front. Ruby chortled, and Yang responded with a contained laugh of her own. Weiss looked between them, incredulous.

 _Is she serious? We're in one of the most prestigious schools for huntsmen and huntress training and she's_ _ **doodling**_ _during class?!_

And this was supposed to be the team leader?

Weiss tried to ignore her, but Ruby somehow managed to outdo herself. She played with her books, her pencils, and anything else she could find. With every suppressed laugh, with every playful raspberry, Weiss found her patience thinning.

She didn't know how long the lecture went on for. It felt like it took ages, and it very well could have, but the heiress' perception of time was distorted by her steadily-growing frustration with her leader.

"The moral of the story," Professor Port eventually said, wrapping up his tale of himself. "A true huntsman must be honorable."

Ruby crossed her eyes and balanced a book on her pencil.

"A true huntsman must dependable."

 _Is she pretending to sleep?!_

"A true huntsman must be strategic, well-educated, and wise."

Ruby cracked an eye open and grinned at Weiss, giggling quietly to herself.

"So who among you thinks they embody these traits?"

 _I'll show her_ , Weiss mentally growled, throwing her hand into the air without hesitation. "I do, sir!"

Professor Port smiled – a gesture that was almost completely hidden by his mustache. "Truly? Then step forward and gather your gear." He paused to wave to a cage at the corner of the room. "And prepare yourself for your opponent."

The heiress was nothing but eager to leap from her seat, sliding past Ruby and gracefully making her way down the steps. She ignored nearly every eye that was upon her – a skill that she had picked up from years spent as the center of attention at many a party – as she walked down to the arena.

It took her only a few minutes to leave the room and retrieve her weapons and combat uniform. She had practiced and perfected the process countless times at home. She returned to find Port patiently waiting for her by the cage.

"Are you prepared?' the professor asked, arms crossed behind his back. Weiss could see the butt of a large weapon poking over his shoulder.

The Schnee nodded.

"Gooo Weiss!" Yang cheered. Peter let out a soft woop for her.

"Fight well," Blake agreed, her voice far more subdued.

"Yeah, represent Teeeeeaaaaammm _RWBY_!" shouted a much louder voice.

"Ruby," Weiss snapped. "I'm trying to concentrate!" The girl flinched and lowered her upraised arms, her expression falling.

"Oh...sorry."

"Alright then," Professor Port interrupted. "If you are ready," he pulled his weapon from behind him – a massive blunderbuss-like weapon with an axehead on the end, "then let the match...begin!"

He swung his blade down, chopping clean through the lock on the cage. The door clattered to the cold floor, a metallic ringing echoing through the room. There was a guttural growl before a heavy Boarbatusk came lumbering out of the cage.

Weiss had very little time to perceive her opponent before it screeched and came charging out of the cage, hooves thundering furiously. Weiss' grip on her weapon instinctively tightened and she swung it horizontally as she sidestepped. It bounced harmlessly off the Boarbatusk's boney armor.

The thing skidded to stop, whirling around as Weiss shifted her weight to her left foot. The Grimm seemed to pause to size up its opponent.

"Haha, weren't expecting _that,_ were you?" the instructor practically taunted. He wasn't wrong; Weiss had thought the Grimm would be a Beowolf, not this. Either way, she adjusted her plan of action. This would be her first time facing a Boarbatusk this large.

 _If I can get behind it long enough to use my glyphs, this will be over in a second._

"Hang in there, Weiss!" Ruby cheered.

The Schnee shot forward just as the Boarbatusk charged. Her intent had been to vault over it – going around it would give it too much time to react. However, the moment she closed the distance, the Grimm napped its neck to the side, catching her weapon in its curved tusks.

Inhaling sharply and refusing to lose her only weapon to the creature, Weiss forcibly threw her weight to the side. Although her rapier, Myrtenaster, handled the stress well, it ended up jammed between the hands of the beauty and the tusks of the beast.

The Grimm jerked angrily. Weiss cursed under her breath while fighting to maintain a hold on her blade.

"Bold new approach; I like it!" Port happily cried.

Her glyphs! She could-

"Come on, Weiss, show it who's boss!"

 _Will you two stop talking?!_

Weiss was about to vocalize her mental complaint when the shift in concentration gave the Grimm all the time it needed to wrench Myrtenaster from her hand. The blade went tumbling across the floor as the beast surged forward, knocking Weiss back. She grunted when she felt her Aura take a hit, the soul-based power stopping the Grimm's tusk from goring her.

"Oh, and what will you do without your weapon?" Port asked, arms crossed behind his back.

Weiss grunted and raised her head, the impact from her landing still dazing her slightly. Her eyes widened when she saw the charging Grimm.

The heiress dove out of the way, narrowly avoiding a head on collision with the armored creature.

She heard it crash against something behind her before squealing angrily. Weiss shot forward, eyes glued to her weapon. She skidded to a stop next to it, fingers gratefully wrapping around Myrtenaster's handle.

"Weiss, go for it's belly! There's no armor under-"

"Stop telling me what to do!" Weiss thundered, whirling to face Ruby. The younger girl immediately quieted down.

The Boarbatusk, meanwhile, let out a growl before lurching forward and curling into a ball. Weiss' eyes narrowed when she recognized its signature attack. The creature would cover its only unarmored weak spot and throw itself at an opponent.

The Grimm, as she knew it would, did just that. It rolled across the arena, faster than it could have even done so on foot – or hoof. Weiss channeled her Semblance and a glyph of ethereal blue appeared in front of her.

The creature plowed into the physical manifestation of Weiss' Semblance. It was as if it had hit a brick wall. Its momentum vanished, and with a confused squeal, the Boarbatusk bounced off the glyph, its underside momentarily exposed.

Weiss capitalized and attacked. With a flick of her Semblance, a new glyph materialized behind her and launched her forward. In one smooth motion, she plunged Myrtenaster into the Grimm's unarmored stomach, ending its life with one final blow.

She planted one hand on the ground, panting as the adrenaline coursed through her and as the Grimm next to her went limp.

"Bravo, bravo," Port chuckled. "It seems we are, in fact, in the presence of a true huntress-in-training." He turned to the rest of the class. "Students, I'm afraid that's all the time we have for today."

Weiss ignored the rest of his words as she pulled her sword out of her opponent. The Grimm's corpse began expiring as she began a slow, humiliating walk off the arena.

 _That was_ _wretched,_ Weiss bitterly told herself. She had looked like a fool on that floor, frantically dancing around a Grimm that she would have been able to disintegrate in seconds on any other day. But this time, the time when it actually mattered how well she performed, she did terribly.

All because _someone_ kept distracting her.

Weiss made a beeline for the door. She needed to get away from Ruby – from RWBY as a whole. She wanted time to herself, just for a little while. No whistle wake up calls, no obnoxious yelling, none of that.

"Ruby, wait!" cried a male voice from behind her. Peter's, Weiss recognized, even through the swirl of emotions in her mind.

Weiss didn't care if Ruby heard him or not. What she did care about was getting away from this train wreck of a fight and getting some time to think.

She stomped out of the room.

~X~

"What?" Ruby grunted when he stopped her. The young redhead turned to face Peter. He let out a breath.

"I _really_ don't think Weiss wants to talk right now," he explained, casting a look at the classroom's open door. The Schnee heiress had already left.

Next to him, Yang nodded. "Yeah..." she began slowly. "Ice Queen doesn't look like she's in the best mood right now. Better leave her alone for now, little sis."

Ruby frowned. Her eyes betrayed the confused hurt she felt after being yelled at by the Ice Queen in question. "But she seemed so _mad_. I've gotta find out why! Did I do something wrong?"

 _No, but Snow Angel will chew you out the moment you get within ten feet of her either way._

"I don't think Weiss likes being told what to do," Yang offered. "She also wanted to be leader, so maybe, uh, offering suggestions during the fight wasn't the best idea."

The young leader blinked. "But…back at the forest she said she'd try to be nicer. We talked like partners for once! Why's she acting like this now?"

"I dunno, Rubes," Yang answered honestly. "Just give her time. She'll cool off, then you and her can work things out. Until then, lets just finish up classes for today and then we can finish decorating the dorm. Maybe we can even take a look at Ember Celica tonight. The firing mechanism is acting up."

"Huh?" Ruby gasped, perking up at the last comment. "What's wrong? Is it jammed?"

Yang smiled. "No clue! You'll have to help me figure it out." Immediately, Ruby hummed in thought, cupping her chin in thought. For a moment, it was as if the argument with Weiss hadn't happened.

 _Figures that Yang would know how to take her sister's mind off things._

The blonde ushered her sister out of the rows of seats as Peter turned to follow. On his other side, Blake, silent up until then, stood up too.

"Weiss doesn't seem like she's going to calm down fast," she pointed out after Yang and Ruby were out of earshot. "Not being the team leader must have hit her hard."

Peter sighed. "Yeah...I know. I think Ruby's a little oblivious to just _how_ frustrated Weiss is, too. Hopefully we can sort this out before it blows over into something crazier."

Blake grunted in agreement. "Hopefully."

"Any ideas?" Peter asked as the two stepped onto the arena and crossed the room. They walked out of the classroom side by side.

The raven-haired girl shifted uneasily. "I'm...not sure. I don't think Professor Ozpin will make Weiss leader just because she wants to be."

"And I don't think she'll be very happy with that either," Peter surmised with a frown. "I guess she'll have to find a way to live with that."

"Ruby seems like she wants Weiss to like her," Blake added quietly.

"Yeah, if only Weiss didn't already have it out for her. How to get her to drop that whole thing becomes the problem."

"Mhmm," Blake murmured.

Peter found himself wondering, could Weiss have been jealous of Ruby? The younger of the two had been admitted to Beacon two years early, whereas the proud Weiss hadn't. That might have been a hard blow for the Schnee heiress, to be seemingly outdone by someone she didn't like.

That could explain why the white-haired girl had such a negative disposition towards Ruby. It could also explain just why Weiss was so opposed to Ruby being the leader. The leadership issue might have also answered why Weiss had gone back on her promise to be nicer.

Ruby being appointed leader of Weiss' team was the only notable change since said promise. It made sense to Peter that the heiress, knowing her personality, wouldn't be too happy about that. It didn't make it any less of a problem, but it did help to shine some light on the situation. Either way, they'd have to do something. And hopefully sooner than later.

They caught up to Ruby and Yang in the hallway. The latter lagged behind her sister a bit and slowed next to Peter. "Hey," she said quietly. "I was asking Ruby if anything happened between her and Weiss in the forest, and basically all Ruby knows is that Weiss doesn't like her because she says Ruby's a kid."

Peter nodded for her to continue when she paused. "Did Weiss say anything to you, by any chance?" Yang asked. "You ran into them before I did, so I thought, maybe, I dunno, maybe she mentioned something while you guys were on your way to find the relics."

"Nothing she hasn't already said," Peter replied. "Although I think we can both guess that Ruby becoming leader has Weiss in a bad mood."

Yang frowned. "Yeah, that's for sure." She looked back up at her sibling. "I just hope they'll sort this out soon."

"Yeah," Peter mumbled, nodding. "Me too."

~X~

It was dark in the room.

Night had fallen and the majority of Team RWBY was asleep. Blake had gone to bed early to wake up earlier the following morning while Yang had blown through her homework and passed out afterward. Ruby, the poor thing, had fallen asleep in the middle of her study session.

But Weiss was nowhere to be seen. Peter, quietly reading a Dust book under a miniature book light in his little corner of the dorm, sighed to himself when he glanced at the door.

Hours had passed since the heiress' argument with Ruby, and still she hadn't come back. She had pointed avoided them for the remainder of the day and not a word had been exchanged between RWBY's W and the rest of the group since.

The young man flipped a page in his book and stifled a yawn. He found himself aching for a cup of coffee to keep himself awake for a little while longer. Class would start late the next day, so he could sleep in after a night of reading. Plus, he wanted to know more about this Dust material if he was going to be dueling students who used it a lot.

Or maybe it was because after years of swinging through New York at night, he had become something of a night owl. He didn't really care at this point. Beacon had no real curfew for him to follow.

Finishing his chapter, Peter decided he'd get to the coffee now, rather than later. He stood up without making a sound. The weak light glowing over Ruby's head had long since lost purpose when the girl fell asleep during her studies. Peter shut it off with a soft _click_. Ruby would probably need help finishing the work tomorrow morning after losing her study time tonight, but she'd manage. She wouldn't be able to finish up tonight anyway, not when she was that tired, anyway.

Peter glided across the room with light steps. He slipped through the door to RWBY's room and shut it behind him. Beacon's brightly lit hallways were a stark contrast to the dorm's more subtle lights. He squinted for a moment before rubbing his eyes and taking a left. The coffee machine would be at the end of the hallway.

What Peter didn't expect to find when he set his eyes on the machine, however, was Weiss fiddling with the controls. The young hero blinked in surprise at the sight. He hesitated at first, but then a thought came to mind:

 _Well...I guess this is as cool as she'll get. Might as well see how she's holding up._

Surely the girl had calmed down since that morning, right?

Weiss wasn't blind to his approach. She looked up when he got closer, her expression souring somewhat. She looked worn, and the cold look in her eyes that Ruby had been the victim of so many times had been replaced by a tired look of distaste.

Wordlessly, Weiss went back to making her coffee.

Peter awkwardly cleared his throat. "Uh, hey Weiss..."

She sighed. "Can we not," she mumbled, without even looking up. "I'm not in the mood for any more 'Snow Angel' comments."

Peter flinched. "I can tell when to lay off the jokes."

The Schnee heiress snorted. "Being in the middle of a forest infested with Grimm didn't seem to deter you yesterday."

This time, Peter sighed. Reaching for a Styrofoam cup, he shuffled slightly closer to the machine. "Look… I'm sorry that things aren't going the way you wanted them to," he began slowly. "If it make you feel any better, nothing's really gone right for me in the past few weeks, either."

"You? Sorry for _me_?" Weiss asked in disbelief, eyebrows furrowing. "Last I checked, you were on Ruby's side. What suddenly makes you care about what I think?" She shook her head and huffed. "But then, I guess it doesn't matter at this point. Professor Ozpin handed Ruby the leadership position and, at this point, I doubt I can change it. Congrats, you win. Ruby's the leader. Yay."

Peter lowered his gaze. "Honestly, I didn't really mind which one of you was the leader of Team RWBY. I just wanted you two to stop fighting. But is it really _that_ bad that Ruby is the leader? It's not like she can order you around. If anything, you and everyone else gets just as much say in what Team RWBY does, right?"

"It's not just about the leadership role," Weiss snapped. Her eyes had narrowed and she suddenly looked angrier, but Peter didn't feel as though it was directed at him. "I studied huntresses for years – I studied Beacon itself for months after that! I worked myself _into the ground_ to get where I am today. I trained with tutors, practiced with my Semblance for hours at a time, but what happens when I finally get to Beacon? Some child that got moved ahead two years for no other reason than the headmaster liked her becomes my partner and is then promptly named the leader of our team!"

Weiss pointed in RWBY's dorm's direction. "What does she have that I don't?" she hissed.

A moment of silence followed her outburst. The only sound was the white-haired girl's agitated breathing. Her eyes were narrowed and her lips were set in a firm line as she glared at Peter. He gazed back, unflinching. She sighed.

"Ruby's got a positive, upbeat attitude," Peter suggested after a moment. "She's a morale booster than can make people smile. That's invaluable when the things you're fighting flock to negativity."

"I can be positive!" Weiss protested. "The only reason I haven't been is because my partner is a child!"

"Yes, but maybe Ruby's a little better at making people smile precisely _because_ she's a kid. And maybe the lesson Ozpin wants to teach us in these first days is to learn to work with people we might not like. You know, Yang and Blake are also part of your team, and they're your age. Neither of them is complaining about Ruby, and I'm sure they've all worked hard to get here too."

"But I'm not- " Weiss stopped herself to pinch her nose. When she didn't continue, Peter did.

"Isn't the point of Beacon to improve us?" he asked. "That's why we're here. To train to be professionals. That means working through times like these – times when you don't get what you want. Don't you think Ozpin would take advantage of this and make it a point to look at how students learn to get along with their teams? He's trying to teach us something here."

Weiss' frown, though still present, lessened somewhat in intensity.

"Look," Peter continued. "I'll bet you that getting angry at Ruby isn't going to solve your problem. If you prove to Ozpin that you can handle working with people you don't like, maybe you'll lead a new team someday. I'm not really sure how often huntresses swap teams, but I am pretty sure that, the way things are going right now, you're not going to prove anything to the headmaster. Nothing good, anyway."

"So what, then?" Weiss grumbled. "Just lie down and take it?"

"No. Just calm down and show Ozpin that you can handle anything Beacon can throw at you, whether its a giant bear with a skull for a face or getting along with the partner you don't like. You're going to be a professional huntress one day, right? This stuff is nothing compared to what the pros deal with."

"And how do you know what they deal with?" Weiss asked, cocking an eyebrow.

 _If it's anything like what Spider-Man deals with, then it's worse than this._

Peter smiled at her as he finished pouring creamer into his coffee. "You're not the only one that studied. But seriously, think about it. Beacon's going to test you, and this is just part of the process. Maybe even a very deliberate part of the process. Ozpin gave Ruby a big responsibility. He gave you one too, and I don't think either of you want to disappoint him."

Weiss' grip on her cup tightened and then relaxed once, twice. She pursed her lips and looked up at Peter. She opened her mouth, but quickly closed it. She was pondering what he had said.

"Sleep on it," Peter advised. "Talk to Ruby. She'll probably welcome you with open arms because, honestly, it seems like she just wants you to like her. Maybe even talk to the headmaster himself about why it worked out like this, if you really want to. Either way, he's made his choice, and I'm pretty sure he's waiting on you and Ruby to make yours."

The heiress leveled the ground at her feet with a thoughtful look. Peter smiled to himself. He had done all that he could in the span of one conversation, but he was pretty sure he was right about Weiss being able to adapt to Ruby. She might need more than one night, but that would be fine.

"I'm gonna head back," he informed the girl. "Feel free to tag along. The dorm feels kinda empty without you."

Weiss hesitated. "I'll- Just give me some time."

Peter gave her a genuine smile and nodded. He was done here.

~X~

Blake Belladonna wasn't sleeping. Her mind wouldn't let her as she reflected on several past events. Her talk with Peter and her being put on a team with the heiress to none other than Schnee Dust Company were among the list of things on her mind.

She had learned today that Peter was one of the unique Vale citizens that saw the faunus for more than what the White Fang had painted them as. She couldn't deny the sense of relief that had spread through her upon hearing that.

Still, she wondered if he was like her. If she were him, she wouldn't have shared any mentioned of personal faunus nature with anyone. Still, he did seem human, if far more sympathetic to the faunus than others.

She made a mental note to keep an eye on him for faunus tendencies. If he was, in fact, like her, she felt that she could find a friend in him. If not, then, at least he wasn't like the higher ups at SDC.

Speaking of which…

Out of all people to meet at Beacon, Blake hadn't expected Weiss Schnee, the heiress to the company that had made a very personal enemy out of nearly all faunus, not only the White Fang. Blake was even more surprised to find that this same Schnee would be her teammate.

And she was wary. Wary because if Weiss shared the views of her predecessors, there would be issues between them. Regardless of what the heiress thought of Blake right now, the raven-haired girl wouldn't be able to fully relax around the daughter of SDC's infamous president. She did decide to give Weiss a chance – the girl wasn't her father – but Blake would be careful. Very, very careful.

And then there was the big thing on her mind. The one individual that had managed to capture her attention like neither Peter nor Weiss had been able to.

Spider-Man.

The vigilante that had appeared in Vale over the previous months had begun a personal war on the White Fang. Except he didn't kill them, and even more importantly, he didn't ridicule them for their faunus nature. The evidence pointed to the masked hero being a faunus himself, and if Blake knew anything about herself, it was that this Spider-Man was doing exactly what she had wanted to one day do herself.

Was he an ex-Fang initiate, trying to take apart the violent organization that the White Fang had become? Did he want to see them reformed? Blake didn't know. What she did know was that this Spider-Man was taking the fight to the Fang in ways few people had done so before.

As she turned in her bed, her golden eyes focused on the moon, hanging and shining brilliantly in the sky outside her team's open window.

Her fingers curling into a determined fist, Blake promised herself this:

She would meet this Spider-Man.

* * *

 **A/N:** Let's start with what you've all probably heard: rest in peace Stan Lee, and thank you for the grand Marvel universe you lovingly worked on. This man will be remembered.

That said, let's talk about this chapter. It's late again (wow, Theorems was late?! Crazy!) partly because real life, but also because the first drafts felt like re-skins of the canon episode but with Peter copied-pasted into the background. To that, I said no, and rebuilt the chapter several times with different scenes and eventually settled on this version with the idea that Weiss' character arc and steady transition from hating Ruby wouldn't be a complete 180 overnight. Instead, I wanted her to view things from a slightly new perspective and try to have her change less drastically. Obviously, the Port talk didn't happen here, so the interaction is peer-to-peer, rather than peer-to-teacher. Weiss' internal thoughts on the manner will be revealed later.

Now, the big thing: **Teams**. I didn't want to slap Peter onto RWBY as their fifth, and I didn't want to go the route of an OC team. Instead, I figured that we could have Peter dynamically transition between teams while rooming with RWBY for simplicity's sake. That way, he has access to our main heroines while having lots of room for original story lines. It also means I don't have to butcher Team RWBY's name.

Next thing to address is Blake and her views on Peter/Spider-Man. Her understanding of Weiss is self-explanatory, given canon interactions between the two and the SDC's rivalry with faunus. On Peter, I think it would have been reasonable to assume Blake might have mistaken him for a faunus and discreetly pried to check. All she knows right now is that he's sympathetic to them, and that he may or may not actually be one. Regarding Spidey, I'd say he really is doing exactly what Blake wanted to do in latter episodes. He's not killing faunus, but he is putting the misguided ones behind bars and inadvertently making room for the White Fang to be reformed into what it once was once the warmongers are gone. There's also a not-so-hidden joke here about a literal black cat ex-criminal taking interest in an oblivious Spidey.

 **Review Responses** – I read all reviews, but I respond to those that seem like they are asking a legitimate question or bring up something that I'd like to address. If you stopped by and said something like 'good work' or 'good story', then know that, even if I don't directly respond to you below, you have my thanks!

 **LightningJack:** Alive and kickin'! Just not in the spotlight right now.

 **BOW-B-4-ME:** Yup.

 **Seem14:** Might partially be because I made you wait so long for it. Kinda guilty of that here too, but I'm trying my best.

 **Obsidian Prime:** To be fair, until recently, neither did I.

 **Guest:** Undecided so far.

 **RockinRobin1234:** I used Ren and Nora because they were at a big disadvantage against a flying Nevermore (think of SMG and a grenade launcher against an airship). Yup, Jaune and Pyrrha would have been aiding RWBY in the other fight.

 **BlueSynth:** Right? As fun as being surrounded by cute girls is, I'm sure Peter appreciates a good guy friend to chat with every now and then. Hope you liked the chosen solution for teams!

 **Krypto-Saiyan Primal65:** Interesting idea on the suit, I might look into that. I was thinking of showing some scenes of Earth with Peter gone, but have been having new ideas regarding how to address Peter's absence. Funny you should mention Madame Web, because I was also thinking about her, but I'm on the fence so far. I've also wondered about Spidey's enemies, but so far I think we'll stick to RWBY's storyline, until I can make a more concrete outline. Lots of ships available, agreed. I'm trying to figure out how Pete here would react to an inter-dimensional girl hitting on him though. The portal could have caught their attention, but Cinder is currently more interested in Spider-Man for other reasons.

 **DarkPhoenix455:** I'm trying to, I really am.

 **Mrfugen01:** I sent you a PM in response!

 **Spoody:** You're thanking me? I should be thanking _you_ guys for sticking with me despite my being so slow on the update! Just saw the new suit, and it does look pretty cool, I'll admit. I'm reluctant to swap out that red n' blue classic theme, but if I do, this new design is probably at the top of the list.

 **MUI SSB4 Brandon:** Hmm, hadn't thought of that for a Semblance yet, but I'll look into it. Thanks!

 **Laxard:** I agree that RWBY's animations are sometimes misleading. I'm going mostly based off how characters actually react to being shot and how they shoot. I'm like you in that I didn't want to just tag Peter onto another team, so I hope the current solution is satisfactory. I'm still exploring possible connections between Earth and Remnant, but until then, I can see why you want Peter to have Aura. Right now, though, he's looking into Dust (like in this chapter), so if anything happens with Aura, it will be later.

 **Jack54311:** His spider sense is actually a bit more than a warning, but we'll cross that bridge later. Strong arguments for Aura all around, and I can see a good deal of logic in how you've built a possible Semblance from the fake one he's hiding behind so far. Also good ideas on very simple Semblances. I've been pretty on the fence about the idea, but with the sheer amount of people asking for an Aura lately, I've been wondering more about it. We'll see where it goes, but thanks for all the ideas!

 **AsouShibata:** Soon, lovely reader, soon.

 **DiRunner:** Nothing concrete yet, and since I don't own a PS4 (sad face) I haven't seen the new game's content.

 **Some Dude:** Think of the classic suit from the comics. That's about the idea I'm going for here. I've been thinking of his old enemies, but I'll keep this review spoiler free. Just think of it as a 'maybe'.

 **CrowSkull:** That pun made me smile :) Anyway, I've been looking at lots of Aura ideas, but if you wanna post more of yours, feel free. It might take some time for me to get back to you, but I will give them a look. And thank you for the input!

 **AJM:** Hey, glad to hear it!

 **Guest:** I've gotten into a bit of what Spider-Man has influenced so far with the Cinder and Roman scene, but yeah, I think we can look into what else he's changed in later chapters. And I think he can certain stand up to one of the big villains...big question is, how willing are they to fight him?

 **Croniklerx:** I'll PM you a reply as soon as I can, friend.

 **Benji and Monocat:** They were a bit busy with the Nevermore in my head, so the Deathstalker went to Peter and friends.

 **Guest:** Indeed he will be missed. Agreed that Spider-Man's a hope bringer. Peter's a busy guy in Beacon, but that doesn't mean he's given up on his masked life. You'll see what I mean in future chapters.


	9. Chapter 9: Back in Action

A/N and review responses at the bottom.

* * *

"Yikes, that bad, huh?"

"Indeed," Professor Oobleck mumbled as he nodded and readjusted his glasses. "The various human-faunus revolts and skirmishes were dark times. Things would get worse when they culminated in the Faunus Rights Revolution. They're not a proud aspect of Remnant's history, but to deny that history such as this occurred is to doom yourself to repeat it."

The man spoke rapidly, although it couldn't compare to how he could spout words during a lecture. It was clear that Professor Oobleck was quite comfortable teaching history, even to a teenager from another planet.

"I hear ya," Peter agreed. "Earth has its fair share of unsavory periods."

"I'm sure every place does," Oobleck said as he checked the clock. He sighed upon noting the time. "Ah. Shame. Mister Parker, it does appear that our time is running short, and Professor Ozpin did ask me to refrain from keeping you for too long." In a flash, he was on his feet, one arm extended to Peter. "Nevertheless, young man, it has been an absolute pleasure to meet and talk to you. I am honored to be the one teaching you Remnant's rich history – and I do hope you'll be able to indulge me on some of your own home's history after you've familiarized yourself with ours."

Peter smiled and accepted the handshake. The curious genius in him couldn't help but cheer in scholarly joy.

"Sure thing, professor," he replied. "I'm no historian, but I've got the major stuff down."

Today had been his first official class with Oobleck, and then man had been more than a little ecstatic to meet Peter. Ozpin had gone and told Beacon's history teacher about Peter's position so that Oobleck could help solidify Peter's cover by explaining Remnant's common knowledge – particularly recent historical events. What had started as a lengthy discussion about bits of common geographical data and historical relevance had eventually come to various human-faunus relations issues. They, apparently, were a big subject in Remnant's current age, especially with the new, violent protest groups.

Chief of these was, of course, the White Fang.

Oobleck's tutoring session with Peter was held in one of Beacon's smaller offices, which had been stripped down and scrubbed clean of any potential audio or video devices to ensure the contents of the conversation didn't leave the room. Ozpin had ensured their privacy to help keep Peter's origins under wraps. Oobleck didn't even record his notes digitally; everything he wanted recorded, he wrote himself. And, as it turned out, he could write as fast as he could talk. Convenient.

 _And absolutely crazy. This guy's like a hyped-up version of Ruby – which is a terrifying thought by itself._

"Now then," the teacher in question stated, suddenly at Peter's side. The man was so _fast!_ "Our next appointment is for tomorrow evening. Do take care of yourself until then, and I hope we can continue to learn from each other. Why, I haven't had an opportunity like this since the Layne County Grimm incident with Glynda!"

Peter raised an eyebrow. "Care to clarify that one?" The thought of the stoic Glynda Goodwitch working with the hyperactive Bartholomew Oobleck brought a smile to Spider-Man's lips.

Oobleck chuckled. "Perhaps another time. We best be off for the day, Mister Parker. I do have a few more tutoring sessions to attend to, after all."

Drat, he wouldn't hear about Goodwitch's adventures today. Maybe next time. He and his tutor exited the office, far away from the student dorms, and bid each other farewell. Oobleck left in the opposite direction.

The moment the man was out of sight, Peter let out a quiet breath and checked his watch. 2:32 in the afternoon. A thrilled feeling was spreading through him; it was time.

Peter walked with quick, silent strides. He pushed his hand into his pocket and found a familiar piece of cloth there. His wrists felt a little heaver than usual.

He was in his street clothes now – Beacon didn't care if its students were out of uniform on non-school days – but he'd soon be in a different outfit. It being a Saturday, no less, the only people in uniform were the ones getting work done over the weekend.

He glided past a flight of stairs that would have led him to the hallways used to reach the central Beacon building. He ignored the path altogether and pressed on. The academy's halls were mostly silent in this area, with the students far off in their own wing of the school or enjoying their weekend in the city. Teachers weren't in this area, either, due to the lack of classrooms. The only rooms here were the auxiliary offices and storerooms. It wasn't too occupied during the weekdays, but almost entirely void on a Saturday.

The young man slipped a hand under his shirt and past a second layer of cloth. A secure belt with multiple holding compartments signaled to him that he was stocked for the coming 'work' day.

He passed into a darkened hallway and found his target; a backdoor to Beacon's exterior, one of the many exits the building possessed. Next to it was the entrance to a small office. Peering inside, Peter found a familiar figure leaning back in the chair behind the desk, a cane resting against the wall and a cup in his hand.

 _Geez, when is this guy_ _ **not**_ _drinking something?_

Peter walked up to the man. Ozpin, who had been humming to himself, began to quiet down when Peter walked in, gently shutting the door behind him.

"Afternoon, Professor." Peter greeted.

Ozpin smiled and took another sip. "Mister Parker," he replied. "To what do I owe the pleasure?"

"Oh, just heading out. Thought I'd see what Vale has to offer."

The professor nodded and, after a pause, added, "I'll remind you that you're expected back by ten o'clock. Any later and I will assume something's happened. Don't be late, and make sure you're not followed."

The young hero smiled. "Despite the red and blue, I'm actually pretty good at that."

Ozpin quietly sighed. "I do hope so. I would really like to avoid terrorists chasing you all the way back to my school."

Right, the man was still a little uneasy about the whole idea. The unfortunate truth, however, was that neither he nor Peter really had a choice. The White Fang – as well as most people in the city – would grow suspicious if Spider-Man disappeared right as the Beacon school year started. Unless the masked vigilante remained active in Vale, the attention might shift to Ozpin's school pretty fast.

 _But sitting by and letting a kid go out and fight crime while attending his school understandably doesn't sit well with him either._

And yet, Ozpin, Peter knew, couldn't deny the good Spider-Man had done. Neither did he want to, the professor had assured.

"I've taken a calculated risk in allowing all this," Beacon's headmaster continued. "But, I suppose, even if I didn't authorize it, you'd have sneaked off anyway." Ozpin stood up and silently emptied the remainder of his cup, letting out a contented hum as he finished the drink. "Be careful, and remember, ten o'clock. And use the Scroll I gave you instead of the usual one, if there is an emergency."

 _Yes, Aunt May._

"Good luck."

The arachnid-themed teen smirked and saluted the headmaster. "Aye aye, captain." The moment he turned on his heel, Ozpin added one more detail.

"And I do believe the VPD is chasing a runaway Dust truck through downtown Vale. Perhaps they could use some help?"

Peter grinned. "I'll be sure to let Spider-Man know. He sends his regards."

~X~

Professor Ozpin folded his hands as his student left. He knew deep down the moment he had invited Peter Parker into his school that the issue of Spider-Man would one day have to be dealt with. Even before Ozpin had met him, Vale was highly suspicious of the vigilante being a student at Beacon.

Should Spider-Man disappear just as the school year started, eyes would be on Beacon, and fast. No, in order to keep the trail away from the school, Peter would need to remain active in the duties he had already embroiled himself in, lest more people assume he was too busy being a student.

On the one hand, Professor Ozpin was hesitant to send the boy to fight the White Fang of all people. Known criminals within the Fang were ex-huntsmen and huntresses. A trained warrior who slew Grimm would be more dangerous than the lesser Grimm Beacon often tested its students against.

And yet, the headmaster had long since come to terms with the fact that no matter how much he cared for his students, he was ultimately training them to engage in combat with Remnant's deadliest beasts. Danger was their life, and they had willingly signed on.

But with his investigation into the White Fang's ties with certain _very_ dangerous people, he knew that there was more than met the eye with this group. Qrow's various reports had also served to strengthen this position.

The choice to send in a child to attract the attention of these monsters was...for lack of a better term, terrifying.

 _And yet, this is no ordinary child._

He had heard some from Peter some of his stories; the men and women, the corporations, and criminal empires he had taken on. 'Kingpin'...'Tombstone'...to Ozpin, they were just names and titles, but to the boy – and he had seen the look on Peter's face when he talked about these men – they were very real, very dangerous people. If half the stories were to be believed, then Spider-Man was no stranger to battling the criminal element.

And Ozpin had seen the footage that had bee recorded of Spider-Man over the weeks he had been active prior to his enrollment at Beacon. The boy was undoubtedly skilled. For all his jokes and playful attitude, he moved with practiced fluidity and listened to instincts honed by experience. After seeing the various clips of him dispatching rooms full of criminals armed with rifles or Semblances and rescue people caught in the crossfire, he knew the boy was no pushover.

His powers also made him no less dangerous. Ozpin put to rest his worries with the logic that the boy, for his youth, still knew what he was doing, surprising as it was. He had also already put a target on his back with his interrupting Fang operations, along with his encounter with Torchwick. Plus, he'd do it all again without Ozpin's permission anyway.

' _B_ _eing Spider-Man is just...me_.'

Those were his very words. Ozpin doubted Peter would give up his lifestyle just because he was told to. The number of people he had helped also couldn't go uncounted.

That left another issue, however. With Spider-Man working against the White Fang and their various Dust robberies, there was still the matter of Roman Torchwick. His ties to the Fang were sketchy at best, but with Weiss Schnee in town and Ruby Rose as her partner no less, it'd only be a matter of time before the heiress would learn from the reaper that Torchwick was one of the elements involved in the string of Dust robberies. If she grew suspicious and began investigating on her own time, or tell her father and, Dust forbid, _he_ investigated, then the complications would stockpile.

Throw in Spider-Man actively intervening while attending the same school as said heiress, and, well, the ordeal spoke for itself. Ozpin knew allowing the boy anywhere near Miss Schnee would make things harder, but...

Spider-Man had apparently found a White Fang hit list that he had turned over to the Vale Police Department. Weiss Schnee had been on the list.

If the Fang ever made a move against Weiss, Peter had a chance of finding out early on. His work could potentially save the Schnee heiress' life. Add to that the fact that Weiss' father might pass useful information onto her, and she, whether intentionally or not, to Peter, and Ozpin had a miniature information chain. Peter had already agreed to inform him of anything relevant he found, and while Ozpin had no interest in his student's private lives, he was very much interested in keeping them safe.

If that meant listening to willingly-disclosed information from Jacques Schnee's daughter that might put her in the way of White Fang assassins, then he'd do his part in keeping her alive.

And, if Weiss ever acted on the information Ruby might offer on the topic of criminals involved in Dust robberies, then perhaps, Spider-Man, with his experience, might be able to talk them out of involving themselves. _Might_ , being the key term.

 _It seems fate has dealt me a strange hand...and I've made my play. Small steps in a large game._

Somewhere out there, Ozpin knew that _she_ was preparing her next move. He could only hope that he was making the right ones in the meantime.

~X~

" _Yes!_ "

Yang Xiao Long couldn't hold in her excitement as she happily moved her piece across the board. Two more moves and she'd have this game in the bag. She grinned at her sister. "I'm about to wi~in!" she sang.

Ruby narrowed her eyes. "Oh not so fast, dearest sister; remember, on my next roll, if I get a five or higher, you have to move back to your last checkpoint."

"But if you _don't_ and if _I_ roll a six after activating Beowolf's Bargain on my next turn, then you have to fight off a pack of angry Grimm!"

"Yeah, but only _if_ I don't roll that five!"

"...I have no idea what's going on," Weiss mumbled.

"Just follow my lead," Ruby replied hurriedly. "We need to stop Yang before she wins!"

The blonde in question gave an exaggerated gasp. "You'd turn against your own sister?" she asked in indignation.

Ruby playfully stuck out her tongue. Yang chortled.

Weiss had woken up yesterday morning acting...weird. She wasn't as angry anymore, and she was even trying to get along with Ruby. There was even a short 'you can be a good leader' statement thrown in. Yang didn't know what had changed, but suddenly, the tension was...well, it wasn't _entirely_ gone, but it had lessened considerably. The heiress wasn't _totally_ used to Ruby's shenanigans, and Yang had caught her grumbling occasionally when Ruby was acting particularly rowdy, but other than that, Weiss seemed like she was trying to learn to work with Ruby.

Weird, but not unwelcome. Ruby certainly went along with it, accepting the heiress' change in attitude with open arms. Whatever had happened, it had worked; Weiss was easier to get along with now.

Interestingly enough, when Yang had made an offhand comment to Peter, he had only smiled. Somehow, she felt that he had done something.

The white-haired girl, after her attitude adjustment, had then gotten roped into a round of Grimm Gateway – Yang's second favorite board game – by Ruby. Weiss probably wasn't all too willing to play, but somehow, Ruby had convinced her.

Blake, of course, had chosen to read a book, though. Because, apparently, she didn't like fun.

Yang mercilessly cackled to herself as Weiss rolled a two and moved forward only two spots. Next to her, Ruby whimpered. "Come on, roll five, roll five," she pleaded as she juggled the dice and sent it bouncing across the board.

Six.

 _You cannot be serious!_

" _Aha!_ " Ruby thundered. Her grin turned sadistic when she pointed a finger at Yang. "That last checkpoint is waiting for you," she jeered.

"I will not forget this," Yang mumbled as she dragged her piece several squares back. Ruby had gotten lucky by drawing that trap card _and_ rolling the required number. Ugh. She reached for another card.

"Is there some sort of...sudden death rule to this game?" Weiss asked awkwardly, glancing at the clock. "We've been at this for a while."

"Places to be, Ice Queen?" Yang asked. She glanced at her card. Atlesian Tech Upgrade. Eh, it wouldn't help her now, but it could be useful later on. Assuming the game went on that long.

"It's _Weiss_ – and well, no, I'm not exactly going somewhere, but- "

"Then sit back and enjoy the ride," the blonde interrupted with a wide smile. "I promise this gets _super_ interesting the longer it goes."

Weiss blinked, sighed, and leaned back against the wall, watching the board with a crease in her brow. She could only accept her fate and prepared for her roll. Blake, meanwhile, flipped a page in her book from the bottom bunk at the far end of the room.

The heiress rolled another four and moved to a new square. She drew a new card and frowned.

Ruby leaned over. She gasped. "Oh! That's a fun one! You can choose _any_ random accident that happens to one of the other players in the future, so long as you land on the same square as them. It forces them to skip two turns!"

"Aren't you _not_ supposed to look at my cards?" Weiss asked dryly. Ruby 'eep'ed' and scrambled back to her seat.

"You can also make it sound as dumb as you want," Yang added. "It's the funnest part of the card! You can make someone trip over a two-foot-tall Ursa or get crushed by a falling bed."

Weiss raised an eyebrow and gestured to her own bed, sitting beneath Ruby's, which was held up by stacks of books atop the heiress' sleeping place. "Gee, sound familiar?" she deadpanned.

 _Oh no. This is too perfect!_

"You don't like where you sleep?" Yang asked, grinning. "That's too _bed_."

Ruby and Weiss both groaned. The blonde crossed her arms and giggled. "Too bad Peter's not here," she commented. "He'd at least have appreciated the quality of that one."

Her sister frowned and glanced at the clock. "Yeah, he's really missing out. He said he wouldn't be done with his errands and tutoring or whatever until this evening." Yang could only shrug as Ruby finished her turn. Yang then reached for the dice. A quick roll later, she was two squares further along the board. She couldn't help but scheme when she saw an ideal move.

"Hey Ruby," she called. "Guess who has a trap card just for you?"

The girl in questioned paled. "Not this again."

Yang couldn't stop the villainous cackle escaping her lips as she flipped one of her cards. A large Grimm spider – an 'Arachnosaur' as they were commonly known – had been drawn on the front. The card read _Spider's_ _Web_. "Bind one opponent that's less than five squares ahead of you for a turn," Yang read aloud to alleviate Weiss' visible confusion at not recognizing the card. "Call me Spider-Man," the blonde taunted as she placed the card under her sister's playing piece. "Or I guess I'd be Spider-Woman. Spider-Girl? Oh, maybe Spider-Yang~?"

Weiss and Blake glanced at her upon her using the vigilante's name, but said nothing. Yang wondered how much they knew about Vale's resident mystery of a huntsmen. She knew Weiss had flown in from Atlas, but she wasn't sure if Blake was a native.

And then a realization hit her.

Yang abruptly gasped and whirled to face Ruby. "Did you tell them yet?" she blurted excitedly.

Ruby, startled, dropped the dice that she was about to hand to Weiss. "What?" she grunted in confusion.

The blonde turned back to her other teammates – both of which looked lost. She pointed to her sister with her thumb. "Ruby here met Spider-Man!"

Immediately, both Blake and Weiss' eyes widened. The former actually sat up in her bed, visibly curious. Ruby seemed to come to as well. "Oh yeah," she said, understanding dawning on her face even as a smile flashed over her lips. "It was right before Professor Ozpin let me into Beacon!"

"You actually _met_ him?" Blake asked, deciding to join the conversation.

"Mhmm!" Ruby chirped. "It was the same night I met Professor Ozpin. Spider-Man was actually there with me when we all talked."

"How exactly did _you_ run into him?" Weiss questioned hesitantly. "Schnee Dust Company representatives have been trying to get a word with him for a while now and they've had no luck."

Ruby blinked. "Why does your company want to talk to him?"

Weiss huffed. "While I understand that people call him a hero, he's broken into private SDC property more times than I can count. That's not something to be taken lightly."

"Yeah, but wasn't he on the news for saving SDC employees or something?" Yang asked.

The heiress crossed her arms. "He was, but it's pretty obvious from his name and abilities that he's a faunus. So, why would a faunus fight other faunus to protect a human organization? We certainly didn't hire him. And why the mask?"

"I think the mask is pretty cool," Ruby mumbled. Weiss didn't seem to hear her.

"Something's off with this whole Spider-Man character," the white-haired girl added, "and my father wants to know what's going on and why this faunus vagabond has taken such an interest in protecting the Schnee Dust Company. People don't really protect SDC unless they were hired, or unless they have some sort of interest in it – and Spider-Man certainly isn't an employee."

Unnoticed by the rest of team RWBY, Blake frowned in Weiss' direction, but kept any retort to herself. Instead, she looked at Ruby.

"Did Professor Ozpin invite Spider-Man to Beacon too?" the raven-haired girl asked.

Ruby paused. "Um, I don't think so. I mean, I guess he could have, but he didn't say he was going to. Said he actually wanted to talk to him about something else. Dunno what it was, though."

Blake seemed to mull over this. Weiss, meanwhile, leaned forward. "Did that faunus mention anything about why he's doing any of this?"

"Um," Ruby mumbled, putting a finger to her chin. "I don't think so. I ran into a couple criminals – something Torchwick – and we got into a fight. Spider-Man showed up, and then there was an airship, some crazy fire lady, explosions, and then Miss Goodwitch showed up. I didn't really talk all that much with Spider-Man."

"There...was an airship?" Blake grunted. "In the middle of Vale?"

"Don't even ask," Ruby deadpanned. The resident Schnee heiress seemed lost in thought.

"This 'Torchwick' guy; was he with the White Fang?" Weiss asked.

"Roman Torchwick is a known human criminal," Blake said, almost automatically. Yang's mind clicked at the name. That sounded just like what Ruby had told her the night of the event. "Why would the White Fang work with a human?"

"Why would a faunus vigilante help humans fight faunus?" Weiss countered before turning back to Ruby. Blake paused.

"I don't really know," the young reaper admitted. "He didn't say anything about them. But he _was_ robbing a small-time Dust shop."

"Probably not one of SDC's, then. We're not small-time," Weiss pointed out before she went right back to mulling. Blake suddenly seemed interested in staring at the floor. A silence passed for several moments before Yang began humming to herself as she reached for the dice, only to blink when Ruby's hand abruptly shot out, fingers wrapping around Yang's wrist. The blonde looked up at her sibling with a sheepish grin.

"Oh dearest sister," Ruby began sweetly. "Are you trying to pull a fast one on us? It wasn't your turn, after all."

"Aha, was it?" the elder sibling chuckled, rubbing the back of her head. "How strange..."

Ruby huffed but smirked all the same. She motioned for Weiss to take her turn. Even though the game went on, Yang couldn't help but nntice that the heiress appeared to have other things on her mind.

Blake, meanwhile, looked more lost in thought than ever.

~X~

A soft _thump_ echoed from below his feet when Spider-Man landed atop the bridge support. He stood hundreds of feet above the rushing traffic on the highway below. The bridge – Vale's longest – ran across a lengthy river below, which sported some naval activity. The roadway running over the structure, however, teemed with vehicular life.

Among that life, Spider-Man could see a sizable semi-truck thundering by, trailed by several vehicles of various models and colors, all well above the speed limit. And behind _them_ was a squad of Vale's finest, lights flashing and sirens baring.

Within moments, the truck would be directly beneath Peter.

Civilian cars swerved out of the way to avoid the speeding semi. The group of vehicles surrounding the truck moved to place themselves between it and the trailing police cars, gunfire cracking through the air as flashes of light blinked from the windows of multiple cars.

Spider-Man edged closer to the edge of the support beam that he stood on while the truck approached. The white trailer rumbling behind the powerful machine, as tempting at it looked, would _not_ be his target.

The black SUV with the White Fang member sticking out of the sunroof, unloading clip after clip at the police, on the other hand, looked promising.

"Alrighty, Spidey," the masked vigilante mumbled to himself. "Maximum effort."

He stepped off.

The familiar, adrenaline-inducing rush of air of such a long free fall whipped past Spider-Man's face as he descended. The pleasant feeling was ruined – somewhat – by the sensation of the roof of the SUV groaning when he crashed into it.

The White Fang member whirled around at the sudden sound, only to eat a face full of webbing before Spider-Man shoved him down through the sunroof. In one fluid motion, Peter crawled along the top of the vehicle until he was staring through the open sunroof.

The downed White Fang member stared up at him in horror. Peter chuckled. "Evenin'!" he called eagerly. "Don't mind me – just gonna pull you over for a routine checkup. Please have your license and registration ready!"

Now, Spider-Man was well aware that Peter Parker was the one whose super power was supposed to be super strength. As Spidey, however, agility and speed was the name of the game. Not that he was complaining; he always held back as his masked alter ego anyway. This would be no different.

That said, he still had his web-shooters to make things more interesting.

"Buckle up!"

A quick web line was fired into the vehicle. It attached to the thug in the backseat, just as Peter fired the other end into the supporting beams above the road surface of the bridge. The line tightened, and the White Fang member was jerked out through the sunroof, left to dangle above the roadway for the police behind. Spider-Man caught a faint cry of shock, but paid it no mind.

In a flash, he was at the driver's side window. A swift punch removed the glass, and a quick elbow to the driver's Grimm-masked face left him stunned. In on fluid motion, Spider-Man yanked him out of the driver's seat. A _little_ use of his super strength wouldn't hurt in a society like Remnant's; lifting people was hardly anything special in a world where people like Beacon's students existed. Peter could easily name a dozen classmates who could pull that off.

Spider-Man slung the thug onto the roof and plastered him down with a layer of webbing. His spider-sense went off, and he dodged a flaming Dust round from the criminal in the passenger's seat. Peter slipped across the windshield. Inside, the passenger struggled to reach over to the steering wheel, if only to avoid crashing into other vehicles.

The masked hero smirked and whirled back around to the driver's window and stuck his arm through. "Hold this," he instructed playfully as he webbed the man's hand to the steering wheel.

"Wait, what?" the criminal grunted before Spider-Man shot at his other hand, sticking it to the handle of the passenger door. The Dust rifle clattered to the floor as Peter reached down and stepped on the brakes. The SUV began losing speed rapidly.

The vigilante jerked the steering wheel to the side, despite the protests of the struggling White Fang thug, and guided the vehicle to the side of the road. Satisfied once it began rolling to a stop, Spider-Man saluted the remaining thug and his buddy on the roof. "Tell the guys I said hi!" he cackled, gesturing to the approaching officers. "Now then, if you don't mind, I have a truck to catch!"

With that, he catapulted off the SUV, web line firing into the support beams above as he swung over the traffic. The truck and its guardian sedans had gained distance, but the arachnid teen was nothing if not quick.

He crossed over the traffic, which was rapidly parting to make way for the police in pursuit of the criminals. Spider-Man began rapidly gaining on the series of runaway cars. The group of sedans surrounding the semi were no doubt carrying their own armed White Fang initiates. The regular crack of gunfire and flash of Dust projectiles served to confirm this.

Spider-Man cracked a smile. This would be a solid warmup for his return to crime fighting. He didn't let the thrill get to his head though; he had a job to do, after all.

He swung down, throwing himself at one of the sedans. The car swerved upon the sudden weight on its roof, the gasps of the occupants audible through the open windows. A masked woman poked out from the left rear window, leveling a gun at Spider-Man.

She was, however, far too slow. The masked youth swiped the weapon out of her hands and wrapped his fingers around her head, shoving her back into the vehicle. There was a commotion from within when she flopped onto the other passenger. A quick stream of webbing to the rear wheel of the car crippled its movements. It suddenly began to lose speed. Since it was so much smaller than the SUV from earlier, Spider-Man was confident it wouldn't flip across the highway when the sudden change in momentum began to take hold.

The vehicle's swerving grew more intense as the occupant struggled to stay in control. A second stream of webbing to the other rear wheel ruined any hopes of a speedy getaway. The car began rolling to a stop, and as soon as he was sure it was in no risk of crashing and harming anyone, Peter made a leap for the truck.

He landed on the rear end of the trailer, spider-sense warning him of an incoming threat.

Another sedan – red this time – appeared to his right and lined up with him, its speed dropping to match the truck. Windows rolled down, and the driver and rear passenger aimed weapons at him. Spider-Man swung across the roof of the trailer as the bullets went flying, his adhesive fingers allowing him to retain his hold as he perched upon the side of the trailer, his body perpendicular with its surface.

 _Sticky fingers, I love you._

He began a rapid crawl to the driver's window, but his spider-sense went off again.

Another White Fang getaway car lined up with his side of the trailer. "Get him!" a male voice thundered from within as more Dust rifles were aimed at him. Spider-Man took a risk and leapt as the thugs pulled their triggers, peppering the side of the truck with ammo. The reinforced trailer, characteristic of semis carrying volatile Dust, held up against the Dust rounds. The vigilante landed on the speeding sedan, safely out of their line of fire.

He noted the Schnee Dust Company logo on the side of the truck.

Spider-sense.

Spider-Man jerked away as a hand tore through the roof of the car, thick fingers, encased in an armored gauntlet, narrowly missing his ankle.

"Yikes, big lad in there," he mumbled as a second hand shot out. One arm withdrew, and Spider-Man could make out a sizable thug in the backseat through the hole he had created. The man growled at him before surging upwards, muscular body tearing through what remained of the roof. Peter moved to avoid the bulkier criminal. The man was no Rhino, but was certainly bigger than the average Fang fumbler.

"Hey big guy," Spider-Man jeered. "Ever heard of the classic line, ' _this car ain't big enough for the two of us_ '?"

The criminal snorted. "I have. Now get off."

A wild right hook swung at the spider. It was faster than he expected, but not enough to clip him. He leaned back, eyes then widening in surprise when a followup jab came flying out of nowhere, courtesy of the man's tattooed left arm. His spider-sense warned him of the incoming blow, and he twisted out of the way. A third, equally rapid punch approached his midsection.

The hero was forced to backpedal, finding his way to the hood of the car.

 _Faster than the others_ , he noted. _Hey, this guy might actually be interesting. Certainly more so than the average bozo._

"Get him out of the way!" roared the driver. "I can't- damn it, I can't see! Move, web freak!"

The big guy forced his way through the roof, craning his neck. "Finally, I get to fight the famed _Spider-Man_ for myself," he growled. Unlike the others, this one's mask covered his whole face. His voice, muffled though it was, was scratchy and deep.

"Finally," Spider-Man quipped back. "I get to fight the famed thug-that-I'm-about-to-style-on-number-one-hundred-and-one."

" _Get him off_!" the driver commanded, trying to peer past Peter to see the road. Spider-Man decided that he'd rather not cause the car to collide with an unfortunate bystander; he leapt back to the truck.

"Let's give your Uber a break!" he shouted to the larger White Fang member. The man effortlessly jumped after him, a heavy thud resounding across the trailer when his feet made contact. He heard a quiet grunt of 'get him, Lieutenant.'

 _A White Fang 'Lieutenant'? That's a new one._

The driver in the half-wrecked vehicle began veering away, but Spider-Man began to prioritize targets. The White Fang member on the truck with him carried an aura of confidence that Peter had seen in the umbrella-wielding girl during his first appearance as Spider-Man.

 _Ten bucks says Jason Vo_ _o_ _rhees'_ _l_ _ame brother here has powers of his ow_ _n._

The police would have to try their luck at stopping the runaway cars; Peter would deal with the super-creep. The other sedans moved to put themselves in between the truck and the police again. Spider-Man figured they were confident in the 'Lieutenant' to deal with him.

"So, what's your story?" he asked, hands on his hips. "A flashy Semblance? You're like the third guy I've seen without transforming weapons. Or does the mask do more than keep you family friendly?"

The larger man chortled. "Don't need 'em." He took a solid step forward. _Thump_.

Spider-Man smirked and raised his fists. "Confident, I see. _A-plus_ for the villainous attitude and menacing walk."

"Keep talking, spider runt," he breathed as he rushed forward. For such a big guy, he was fast. Peter ducked beneath a jab aimed at the head, throwing himself on the ground when the Lieutenant lifted a leg in a high kick.

The arachnid hero spun as he hit the floor, one leg shooting out and sweeping the White Fang member's own out from under him. The follow up punch, however, was blocked by a muscular arm.

 _Spider-sense..._

Spider-Man hopped over the downed criminal's form, avoiding the fingers threatening to curl around his leg again. His opponent jumped to his feet, movements unfazed by the previous knockdown.

Rather than let the man go in for another offensive, Peter decided to initiate. He surged forward, the world all but slowing down in his eyes as his movements quickened. The first two attacks – a punch and a low kick – fell short when the above-average thug blocked and dodged. The third, feinted punch, however, threw the Lieutenant off. Spider-Man followed up with a roundhouse kick that sent 'Thug 101' stumbling back.

It was around that moment that Spider-Man saw the approaching tunnel. His eyes narrowed. He doubted the big thug was big enough to power through an impact like the rapidly approaching bridge tunnel.

"I'd recommend getting down!" the spider-themed teenager called as he dropped to all fours. His opponent paused, glancing over his shoulder. Peter heard a silent curse muttered as the man drove his hands through the trailer's roof. Spider-Man blinked when the White Fang's apparent most hardcore member tore a hole and dove through, leaving Peter on the roof alone.

The tunnel was upon them. A quick mental calculation performed by the young genius told him that he had enough space to remain where he was. The ceiling suddenly appeared over him, rushing by in a stream of artificial light and concrete.

"Okay, not quite as cool as tearing a hole in the truck," Peter mumbled to himself.

 _But I_ _ **am**_ _trying to avoid Mister Parker's signature super strength showoffs. Sure, that's my excuse for the day._

The sound alerted him almost before his spider-sense. Spider-Man grunted and shuffled to the side as a chainsaw tore through the spot where his arm had been a moment earlier.

"Ay, I'm lying here, I'm lying here!" he shouted in an exaggerated New York accent.

The chainsaw – why did the SDC truck even have a chainsaw? – began to rev louder before tearing through more of the metal. Spider-Man scrambled to the hole created earlier, as fast as crawling on his stomach would allow, and slipped into the inside of the trailer.

It was surprisingly spacious inside; barely half the interior was occupied by creates of Dust. Spider-Man watched the walking wall of muscle yank the chainsaw out of the ceiling, the weapon dangling by his leg, the serrated teeth still whirring.

"Hmm," the man grunted. "Hope you don't mind the toy. Thought it might liven up the party."

"Wow, and he tells _jokes_ too?" Peter asked in false surprise. "Color me somewhat impressed! And don't worry – my weakness is small pocket knives wielded by petty car thieves who think I'm a cop. A chainsaw's just fine. Also, you said you didn't need any transforming weapons, you liar!"

"Oh it don't transform," was the low response. "It just _cut_ _s_."

Spider-Man tensed when the chainsaw came swinging at him. The overhead strike came down directly over his head. He slipped to the side, the saw passing his right shoulder with a rush of air. By the time the blade hit the floor, the arachnid had already let lose an aimed punch that connected with the center of the Grimm mask the White Fang member wore. A dull echo resulted from the blow, and Peter attempted to follow through with a knee to the man's midsection.

The blow connected, but the criminal braced himself, and might as well have been flicked for all the reaction he gave.

 _Guess I'll have to hit just a little bit harder_ , Spider-Man noted. _Or bring out the web shooters again._

The chainsaw came swinging from a diagonal this time. It screeched as it grazed the side of the trailer. Peter ducked, then took a step back to avoid the follow up forward kick. The momentum from the first chainsaw swing began carrying the White Fang man, and he stepped up for another swing.

Spider-Man decided to surprise him.

When the swing came, Peter didn't step back; no, he jumped up. There was a grunt of surprise from the saw-wielder – music to the spider's ears. Feet pressed to the ceiling, he swung his upper body down, aiming both wrists at the Lieutenant.

"Open up!"

A barrage of silky web pellets crashed into the White Fang thug. Upon seeing the Lieutenant's reaction, Spider-Man wouldn't lie; the man had good reaction time. He raised the saw as fast as he could, catching part of the webbing that splattered against the weapon.

The blades cut through what they could, but the motor began to jam under the amount of adhesive super-silk. Some of the hero's artificial webbing found its mark as it crashed into the saw's wielder. He grunted under the added weight and restricted movement.

Spider-Man fired another web line, connecting one end to the arm holding the saw; and the other end to the wall.

The White Fang man bit out a curse, struggling to break free. He had one arm free, and he intended to keep it that way. He twisted away from Spider-Man, doing his absolute best to force his right arm free.

A leg came up to try and catch Peter's own, but he sidestepped it. An incapacitated Lieutenant, as it turned out, was less dangerous than a free-

With a mighty roar, the man tore his arm free from the wall. The webbing still covered both his forearm and his saw. Suddenly, the mass of machine and chemicals looked like a blunt weapon – and it was coming straight at Peter. The young hero dove to safety, immediately whirling to face his opponent.

"Gonna have to try harder, spider," the Lieutenant grunted as he brandished the failing chainsaw like a club.

Spider-Man looked back at him, hiding a smirk beneath his crimson mask. "Fine, have it your way."

Almost faster than the man could react, Peter was upon him. The clumsy, webbed saw was too slow to block any attacks, and with only one free arm, the Lieutenant managed a single block and a half-dodge that resulted in part of his cheek receiving a glancing blow.

The final punch, however, was all but a blur.

The signature Grimm mask hid the Lieutenant's surprise, but even so, Spider-Man could hear the muffled bark of alarm right as his fist connected with the center of the mask, and harder than before. The man stumbled back from the blow, shaking his head. He looked up to find the youthful vigilante casually awaiting him.

What he didn't realize was how closely Spider-Man was watching his response.

The Lieutenant shrugged off the last attack as he stepped forward again. "You know, they said you were pretty good. Guess they were wrong."

"Well gee, thanks. I was gonna send in a signed postcard to your cell next week," Peter quipped back, "but I'm starting to rethink my generous offer."

Another heavy step forward. "They also said you like to talk. Lot of people are looking for a little silence on these streets."

"What can I say? I'm a talker; I talk," Spider-Man shrugged, secretly eying his opponent.

 _Why doesn't this guy slow down? I'm punching him fairly hard and he just...doesn't care._

Spider-Man immediately pegged the observation as part of the man's Semblance. It was as if he didn't react to any sort of pain – or perhaps he was impervious to physical attacks?

Well, good thing he had webbing.

The young hero's sixth sense kicked in as the Lieutenant swung his saw again, the arc wide enough to cut off any room for close quarters combat. Peter jumped back, rolling across the floor to escape the next swing, until he was in a standing position. The truck shuddered and the crates shook as their speed increased. Spider-Man frowned. Where exactly were they going?

The Lieutenant struck with a forward charge, his mass plus the saw taken up a solid chunk of the space. Spider-Man lunged for the ceiling, crawling overhead and around the webbed saw assault. The Fang thug seemed to have anticipated this, because a built arm shot out to grab Peter. Superior speed and reflexes, combined with his spider-sense, however, kept him safe, to the frustration of his opponent. The Lieutenant whirled around, throwing another wild strike. Peter nimbly side-stepped, using his knee to knock the criminal's own forward. The man dropped to a kneeling position.

In incredibly close range now, the Lieutenant jerked forward, managing to shove Spider-Man with his shoulder. The youth, however, stayed on his feet, even if he was pushed back. 'Thug 101' powered through, jumping to his feet and throwing everything he had at the agile young man, but failed to deliver.

Spider-Man, meanwhile, focused on an opportunity, aimed, and fired. Immediately after a missed punch, the hero shot out a strand of adhesive silk, anchoring the Lieutenant's free arm to the wall. In the moment that the man took to glance at his arm, Peter sprayed it with an extra layer of silk.

The saw arm came swinging next; when the Lieutenant attempted to lash out at him, Peter vaulted over his body and fired dual web lines at the larger combatant's feet. With three out of four limbs suddenly captive, the White Fang criminal found movement exceedingly difficult.

Spider-Man grabbed his opponent's remaining free arm and got to work webbing it to the wall. Despite the man's struggles, he was soon firmly fastened by layers of silk with incredible tensile strength.

 _Gotta stop this truck fast, in case this guy manages to break free again._

"Welp," the young man said, waving at his captive opponent. "Fun times, guy. I'm sure Texas won't miss you."

Peter didn't stay long enough to here his grunt of confusion, choosing instead to share the joke with himself as he made his way to the roof of the trailer. He had a truck to stop.

Unbeknownst to him, however, the Lieutenant had just let out a quiet, frustrated sigh. He whispered into his hidden microphone.

Outside, Peter made his way to the front of the truck. They were still moving, but had long since left the bridge. The semi rushed through the wider streets of Vale, cars and pedestrians scrambling to get out of the way.

Spider-Man quickly swung his body over the roof of the truck to the driver's side door, a cheesy pun ready to greet his opponent-

Only to freeze at the sight of any empty front seat.

Before the young hero could voice his confusion, the trailer abruptly disconnected from the truck. Wires and chains snapped and tore as the multi-ton load detached. The heavy fifth-wheel coupling was abruptly forced apart, and the nose of the trailer crashed into the asphalt, ripping into the road.

The truck itself abruptly lurched, Peter's spider-sense going wild. He scrambled to keep his balance as the truck began to lean to its side. He vaulted over a side mirror as the truck began to roll, keeping himself on top of the vehicle.

For him, time slowed as he took in his surroundings. The truck was rolling to the side of the street where numerous people – faunus and human alike – were running out of its path. It looked like a restaurant was in the way, with outdoor chairs and tables. Peter estimated that the people _should_ be able to get out of the way, but anybody inside the restaurant would be toast if the truck crashed through.

But it wouldn't crash through. Not if he had anything to say about it.

Onlookers saw little more than a red and blue blur atop the truck as Spider-Man rapidly fired web lines everywhere he could. The super silk did its job, and the runaway vehicle began losing momentum. He fired more web lines.

The mass of metal screeched as it slid across the street, sparks flying up from the friction. It crashed through the fence surrounding the restaurant yard, crushing tables and their chairs on the way in, and rumbled to a halt, leaving a path of destruction in its wake.

Spider-Man could see frantic and terrified movement within the building that he had just saved from an impromptu meeting with the truck. People rushed out of the front doors. Someone's child cried in the background.

Peter let out a sigh of relief. _Phew_. Crisis narrowly avoided.

And then his spider-sense went off again. Mortified, the arachnid whirled around, just in time to see the trailer explode.

~X~

"Take that, web-creep," Roman growled through his grin. "Nice work, Neo!" He clapped a hand against her delicate, slender shoulder. The young criminal smirked and stuck her tongue out at the screen, enjoying her momentary victory over her least favorite individual as she relinquished the controls of the truck. The image on the screen flickered, the camera damaged from the truck's capsizing.

"Oh, if we could see the look on his face," Torchwick chuckled. He pulled out his Scroll and went to work calling a private number. A sleek, feminine voice responded after several rings.

"Yes?"

"It seems," Roman began cheerfully, "that our truck couldn't reach its destination. A shame. But it sure did have a lovely surprise for our resident hero."

"Excellent," Cinder purred. "And you did make sure he was clear of the blast radius, didn't you?"

Torchwick scoffed. As much as he disliked having to ensure Spider-Man survived the encounter, he still followed the plan.

Still, he hoped that the boy had caught more than a little shrapnel. Maybe a broken bone or two, if they were lucky.

"Yup. Taurus' dear Lieutenant, on the other hand..."

"He'll live, what with that Semblance of his. He just needs to make sure he isn't captured."

The mob boss snickered. They packed a decent amount of Dust into the truck. With the amount of fire, ice, and everything in between that the Dust would be giving off, Adam's pet Lieutenant would have ample time to escape in the confusion.

"How are things on your end?" the orange-haired man questioned. Neo had swiveled in her chair to listen in on the conversation, occasionally glancing back at the damage camera image.

"Good," was the curt response. "Shipments are moving without spider interference – simply splendid." Roman waited for further details, but the fiery fem did not give them. The criminal frowned, but held his tongue.

"We'll talk later," Cinder added. "I've got some things I need to take care of. Keep an eye on things at the warehouses."

The phone line went dead as the elusive woman hung up. Roman slipped the Scroll back into his pocket before turning to Neo. The petite girl was looking back at him, one leg crossed over the other, her face sporting a smug smile.

Torchwick returned the look. Ideally, they'd have been able to bring Spider-Man to one of their HQ's, captive. However, with the amount of noise they had to make to make sure they got his attention, and the amount of police eyes on the vehicle, bringing it to an established White Fang location would have put lots of assets at risk. They might have been able to set up an ambush elsewhere, but on such short notice, and with the amount of bodies they could lose in the crossfire with the police, put that idea to rest.

No, the best they had been able to orchestrate without losing too many members in a firefight with the police was an elaborate distraction. There was some lost Dust and a few stray members caught, but that, along with the time invested in acquiring the truck, was minimal compared to the uninterrupted operation they had managed to keep secret while Vale's 'finest' and their red and blue reject chased the wrong car.

"One of these days," the mob boss mumbled as he looked at the screen. There was more than a little commotion in the audio feed. "One of these days we'll be rid of you for good."

Neo eagerly nodded in agreement.

* * *

 **A/N:** Hello dearest readers! Oh, it feels _good_ to be typing up an author's note after finishing a chapter. As you can probably guess by the 4-month absence...real life did it's thing. It's still doing it's thing, honestly – guess that's life for ya – but I'm doing what I can to churn out these chapters. Big thank you to everyone who's stuck around despite me being dead lately; you guys are the fuel to keep this story-fire burnin'!

Just a few notes on the chapter: the White Fang Lieutenant is the same one Weiss fought in "No Breaks." His Semblance was never officially covered, but scenes showed him taking a lot of hits without reaction, so I followed that here. He's also a heavy hitter that seemed to rely on getting in that one golden hit to bring his opponent down, and with Spidey being an artful dodger with spider-sense and all that, he was more than a match.

I think the chapter explains well why Ozpin let Spider-Man return, and as for the White Fang scenes, y'all will see the subplots eventually unfold. I'd like to have given you all a more story-driven chapter after the wait, but I don't want to have to rebuild the outline. So, for now, we set up Blake and Weiss' opinions on Spider-Man, get the White Fang ball rolling, and put Spidey back in action.

Also, I'll be responding to all the PMs you guys have sent within a few days. It's late as I type this, and I need a break from typing, y'know?

And a happy Easter to all! And to those who know what it means: "He is risen."

 **Review Responses** – I read all reviews, but I respond to those that seem like they are asking a legitimate question or bring up something that I'd like to address. If you stopped by and said something like 'good work' or 'good story', then know that, even if I don't directly respond to you below, you have my thanks!

 **DiRunner:** Maybe at one point, but I don't think Pete has what he needs to build one anytime soon.

 **The Dude Strikes Back:** Yup! Spidey does naturally counter a lot of them, and others are similar to people he's already beaten. Glad you liked my no-team solution, and thanks, maybe I will check out the cut scenes!

 **santiagml:** I think Volume 6 was a bit weaker than past volumes, but it's still pretty interesting. It just took a weird direction compared to what led up to it.

 **RockinRobin1234:** No speech for Ruby, no, but I think she's able to grow strong either way. Perhaps Ozpin will wheel around, though. I think Volume 6 is a good watch – not as good as previous seasons, but not bad. I've got an idea for how Peter would react, but that would spoil it :P

 **Jack54311:** As a disclaimer, I am considering Aura, but at most, in very tiny amounts. Spider-Man is incredibly powerful in his own rite, and I don't want him to go overboard. As for Dust-based weaponry; yes, it's entirely possible! I do believe Peter would look forward to incorporating Dust!

 **Krypto-Saiyan Primal65:** Glad you think so! And yep; Spidey can cause lots of issues for the criminals of Vale. Funny you should mention it, because one of the reasons I think Peter and Weiss could get along is because of the fact that Pete might see a bit of Harry in her. My backstory for this Peter isn't fully set, but in my head, yes, he's met Liz, Gwen, and MJ. Not sure if I want one of them to have died yet. There's a bit of a theory in my head as to why Madame Web isn't involved yet, but I won't spoil it. I'm not sure what a 'reality esue' is. Can you please explain? Peter is 17.

 **adislt:** Weiss definitely has reason to be angry, hence why I dislike it when authors bash her for it. Still, I think part of the issue Ozpin saw in her was her unwillingness to compromise and learn to work with people she doesn't like. From his perspective, this is a way to teach her.

 **Jedi Alex Colbent:** Pairings are undecided, but I have ideas. I won't spoil it, though ;)

 **Laxard:** I see what you mean, but while I love originality, I figured leaving Peter with access to multiple main/side characters creates room for that and keeps the need for OC's low. Still, with named teams and decent rotation times, there shouldn't be any real OC-centric chapters. I could see him being mistaken for an Atlesian drone, if only he stops cracking bad jokes to unfortunate foes.

 **Some Dude:** I'd love to, but since I know so little about those villains, I'd risk butchering their characters without more research. If I do use them, though, I'll put the story on hold to gather info.

 **Dcraus:** Admittedly, I don't know much about Akame Ga Kill :/

 **Batthan the Dark Knight:** I'm pretty sure he will :)

 **Slade01:** I saw the new suit; looks pretty good! If I ever give this Peter a makeover, I'll look into that description.

 **BlueSynth:** I saw your review, no worries! Like I tell everyone else: I'm on edge about Aura since Spider-Man is already super powerful, but if I can worm it in without changing him/making him OP, who knows? Another reviewer messaged you on this, but just in case, the reason Blake thought Peter was a faunus wasn't because he's not racist towards them. It's because he noticed the Nevermore before anyone else did, and without looking at it. To Blake, that seemed suspicious, since only faunus have senses like that. I won't spoil any potential pairings, but it won't be a harem, don't worry!

 **CrowSkull:** Since you left a longer review, I will reply with a PM (probably in a day or two, since it's late). Keep an eye on your inbox :)

 **Peter x Blake:** Heh, I could tell from your name that you wanted that. Like with everything else, I won't spoil potential pairings, so you'll have to see where it goes!

 **Seem14:** I've thought about it. I was thinking, maybe since Remnant is so focused on Dust, it hasn't developed alternative sources, like atomic? I wasn't sure, but Pete might help out. I'm actually looking forward to a point where some characters get to hear about Earth. Imagine Peter telling them that he once turned into a man-spider haha! And, to be fair, I like Venom too.

 **Videocrazy:** Glad you're enjoying the story! I mentioned someone _possibly_ unlocking Peter's Aura if we go with the theory of 'nobody on Earth can do it, even if it's there.' I'm super on the fence about it, since Spidey is already so strong, but we'll see where it goes. You'll see how Peter actually splits his powers between those he uses as Spider-Man and those Peter Parker uses, and just because he has no weapon now, doesn't mean he won't get one later on. If we're going based on the rules of personality-Semblance connection that the RWBY-verse mentioned, then there's a lot of choices. If Peter was a Remnant _native_ , then maybe he'd have a healer Semblance, or something to bolster people with? I'm not sure, there's just so many options! Glad you liked the no-permanent-team solution! Funny thing is, for all the reasons you mentioned, that was exactly why I chose the pawn :)

 **Dragon Bone Z:** True, but he is in a setting of teenagers.

 **Croniklerx:** I'll be sure to reply with a PM as soon as I can!

 **InBound:** I haven't been on Spacebattles yet, but I'll look into it.

 **NightmareKnight1:** Perhaps, but I'll stick to calling him a human mutant. And, to be fair, I believe the barbs were only in the movie. I think he alters atomic attraction in the comics in order to stick to things. I do see a lot of similarity between Blake and Felicia, but I'll avoid spoiling any plans for character relations/pairings.

 **Guardian xela:** Not a crush per se, but more so admiration. And I think this chapter answers your second question.

 **Bluzerker:** I hear ya. My plan at the moment is to explore the limits of Spidey's strength (this is the comic book version, so multi-ton strength limit), and see how he compares to Remnant's fighters. If he's already on par – then there's no real need for a Semblance. If a creative idea pops up? Then maybe. We'll see. Wow, _two years_? You're a patient once, that's for sure!

 **CanIGoNow18:** He needs some armor for fake Aura, but it's minimal at this point.

 **Maximum Carnage:** That is yet to be determined.

 **Jeggetts4.0:** That's actually a good question. I have ideas for how the Earth vs. Remnant reality scenario can be written out, so I won't actually answer what Mysterio may or may not be up to, but what you mentioned seems pretty likely.

 **Guest:** I want to say that I think Peter would prefer still being considered human. Even if he is a mutant that is similar to a faunus, he's human in heart and soul, and I'm not sure something that core to him is easy to change.

 **La wea csmica:** I've yet to decide whether Marvel villains will make major appearance to altar the storyline drastically.

 **TomahawkESP:** He's not tied to any particular universe (more of a mix).


	10. Chapter 10: The Cat in the Back

A/N and review responses at the bottom

* * *

"Notable property damage," Ozpin muttered. "Blocked roads, an unaccounted for White Fang driver and Lieutenant, and some civilian injuries, but no casualties." The professor paused to sigh. "Work like this is never pretty. Still...reports say you stayed behind to ensure the injured received aid and even helped with some of the debris."

Peter, out of costume and in Ozpin's office with him, paced across the room. "I did what I could. But I'm telling you, that truck was rigged to explode. A missing driver, that automatic-detaching trailer thing. Someone's pulling the strings from behind the scenes."

Ozpin frowned as he stared out the window, enjoying the view of Vale. "And our best bet is the White Fang."

"The question is why, though," Peter added, hand on his chin, lost in thought. "We were in one of Vale's nicer districts. Mostly human population. It could have been a terrorist attack on human-occupied areas. But then, the truck exploding no sooner than I had subdued the Lieutenant seems too coincidental. If it was rigged to detonate, then..."

"Then someone might have given the command to detonate early, after they realized that you were on the verge of stopping the truck," Ozpin finished. "That would make sense. But then what was the original target?"

Peter wondered the same thing. A moment of silence passed before Beacon's headmaster stepped away from the glass. "Was there anything – _anything –_ else to report?"

"Nope," the vigilante replied. "We've covered everything. Getaway cars, the thugs, the half-full truck of Dust – everything."

The professor hummed. "Alright then. I believe that is all for tonight, then. I'd say you should return to your dorm and get some rest."

When Peter didn't respond, Ozpin turned to find the boy deep in thought. "Don't be too harsh on yourself regarding the explosion," the man advised. "The White Fang have been stealing Dust for months; there was no surefire hint to say that they were planning to detonate it. You did what you could."

"Yeah, I'm just...just worried that I'll have to keep a closer eye on their heists when I stop them. Can't risk more explosions like that."

Dust, unlike Earth bombs, didn't just explode in a ball of fire. Ice Dust exploded and rapidly expanded to form crystalline structures, while earth Dust exploded to rapidly form huge rock formations. Fire and lightning Dust would let out bursts of heat and flames, and electrical energy, respectively.

The result of the truck exploding, then? A big whirlwind of elemental Dust types, and a headache for the cleanup crew. At least, Peter reasoned, there were no fatalities.

"Yes, it does pose a problem," Ozpin agreed. "But then, if this were easy, we'd have more huntsmen and huntress applicants, now wouldn't we?"

The arachnid hero's response was a short bark of humorless laughter. Years spent as Spider-Man had taught him that the job was _anything_ but easy. "True that."

"Have a good night, Mister Parker," Ozpin said softly. "Get some rest."

Peter hesitated before giving the man a final nod and made for the door. On his way out, he passed the ever stoic Glynda Goodwitch, who stood guard at the door to ensure nobody intruded on Peter's meeting with the headmaster. She gave him little more than a controlled look as he strolled by and away before she went into the office.

Peter had reported the events that had transpired Saturday afternoon to Ozpin. The man did a little research, and by Sunday evening, they were re-discussing the events. Tomorrow, Peter would be back in school, pretending as though he hadn't been involved in a high speed pursuit involving notorious gang members.

The walk to Team RWBY's dorm was short, and when Peter made it, he found three of the four members present.

"Where's Blake?" Peter asked when he had scanned the room. Yang, who was listening to music on her bed, slipped one ear bud out.

"She said she needed to go to the library," the blonde explained. "Something about an overdue book."

The only male in the room grunted in understanding. Weiss, who had been scrolling through something on her laptop, huffed. "She had terrible timing," the Schnee heiress commented. "It's late, and we have a quiz tomorrow!"

Peter glanced up at Ruby's head, where the redhead in question was flipping through a thick textbook. "And I'm guessing that's why Ruby's uncharacteristically staring at a math book?"

"Yes," Ruby groaned. "I've been at this for _hours_."

"Thirty minutes," Weiss corrected, a smirk touching her lips. Ruby's head hit the pillow with a soft _whumph_ as she groaned _,_ eliciting a chuckle out of Peter. "I _did_ tell you that it would have been better to study earlier," the heiress continued.

"Next time, tell me harder," Ruby grunted. From the other side of the room, Yang snorted.

Peter shook his head and made for the dresser to get some clean clothes to sleep in. He paused when he noticed a familiar image on Weiss' laptop.

"Reading up on him again?" the boy asked warily. Weiss glanced at him.

"Yes. Yes I am," she replied. "Spider-Man did have an encounter with the White Fang while they tried to steal another one of my company's trucks, after all. He's still active, the Fang are still active, and I still don't have answers."

Peter had found out yesterday, upon Weiss' learning of the truck incident through the news, that the heiress had a suspicion and dislike for his alter ego.

 _She remind_ _s_ _me more and more of Harry._

The young man paused at the thought of his best friend. His heart momentarily clenched at the memory of friends and family, but Peter fought down the sensation.

"Are your employees okay?" he asked suddenly. A part of him just wanted to keep his mind off Earth; another part, more closely associated with Spider-Man's line of thinking, wanted to know if he had done his work in stopping the criminals.

When Weiss' expression turned sour, Peter felt a cold pit settle in his stomach. "I have no clue how my father's employees are doing, but I'm certain the White Fang wouldn't hesitate to put down people just trying to do their job. It hasn't stopped them in the past."

Peter mentally begged that nobody had gotten in the Fang's way during their operation. Any lost lives might have been preserved had he gotten to the scene of the truck robbery _before_ it had been stolen.

The hero could only sigh and resign himself to his corner of the room, where a book on Dust applications and theories awaited him. For now, Spider-Man would be on break from the streets while Peter Parker put some hours into a side project of his. He'd be back midweek for more patrols, but for now, he was a student.

Still, even as Peter sat down to read, recent events refused to leave his mind. Between the White Fang's newfound aggressive use of Dust and Weiss' apparent distaste for his alter ego, he had a lot to think about. And that wasn't even mentioning the research he was trying to get done.

 _Things are never simple, are they?_

~X~

Contrary to what her reserved personality might have indicated to others, Blake was not unaccustomed to walking through crowds of humans. A childhood spent participating in numerous peaceful protests against anti-faunus sentiments had taught her to shrug off the discomforts she may have felt earlier on in life. Several teenage years spent participating in a reformed White Fang's less peaceful operations, on the other hand, had taught her how to blend into and use a crowd.

The quiet bookworm stood among the streams of bustling pedestrians, several public service vehicles situated between them and the strange scene beyond the _Do Not Cross_ tape. This was one of Vale's more prestigious districts, and so the majority of the citizens moving through here were human. Blake stopped the grimace from forming on her face at the thought of her kind being all but relegated to slums because of the work and education often denied them. She'd had these thoughts before; having them now would not change things. Action and progression towards a solution would.

And, in a way, that was part of the reason why she was here. Action and progression had to start with the retaking of the White Fang from people like Adam. This new group desired to to rule through fear, and Blake had seen how far they were willing to go to forward their goals.

It was not the faunus movement she had once been a part of.

It had to be stopped. Blake knew it, the humans knew it, and many faunus knew it too. The violence and bloodshed of the Fang's activities were not bringing about the equality desired. Still, she knew some faunus were happy to see someone taking revenge on the humans.

The young student shook her head to clear her mind. She was here for a reason: she couldn't do much about the White Fang alone, but from the vigilante all over the _VNN_ reports on TV, she wasn't the only one looking to do something about the Fang.

 _The_ _issue is finding him and getting him to work with me._

And though the first problem she'd have to handle when she came across it, the second, she was on her way towards solving. Quite literally; her destination was not too far past the site of Spider-Man's most recent tangle with the White Fang. Said site was quite the sight indeed.

In the center of the street was a large, bulging mass of stone and half-melted ice, results of the Dust truck explosion that had occurred the day prior. The road and surrounding buildings were covered in scorch marks from the fire and lighting Dust that must have been mixed in the explosion. The Dust that could solidify into a new form did; the huge obstruction in the road attested to that.

Blake had heard about Spider-Man's involvement in a police chase over a news report and had arrived on the scene later, on Sunday evening. Her teammates were busying themselves with their own devices back at Beacon. Today, she'd be alone.

The raven-haired girl walked slowly along the sidewalk, observing the aftermath of the encounter. _Do Not Cross_ tape was everywhere on the street, and the blockade had kept the streets clear of cars within the vicinity. Blake had gotten as close as she could without sneaking onto the scene.

When the news had reported on said scene, Blake had, at first, frowned at the idea. The White Fang _stole_ Dust, they didn't detonate it like the had last night. However, she quickly reasoned with the thought. The Fang had stolen plenty of Dust. Perhaps now they were putting it to use. So why did they detonate the truck? To cause fear?

To get rid of Spider-Man?

 _That might make sense. He's been a thorn in their side for a while, but the White Fang_ _hasn't been this forward in a while._

Then again, things had been changing rapidly in the White Fang over the past few years. A pang of dread shot through Blake at the thought that perhaps the group she had once been part of had reached some sort of goal, and that the next step was detonation.

 _Is_ _ **this**_ _what the_ _all that_ _Dust is for?_ _Terrorist attacks in the city_ _?_

Surely not! With the amount of Dust robberies over the past several months, enough Dust must have been stolen to level city blocks left and right. The panic and negativity would attract every Grimm in the forests – Vale would be overrun. Blake knew Adam was willing to kill, but she doubted even _he_ would obliterate an entire city like that. Humans and faunus alike would suffer for it, and to what cause? To send a message?

Blake wouldn't – no, _couldn't_ – believe that something like that was the goal. What purpose would Vale's destruction serve?

 _None_ , she told herself. There had to be another reason. The next guess she had, and perhaps this was because he had already been on her mind, was that Spider-Man was their target. Perhaps the explosion had been meant to rid the Fang of their newest opponent.

It seemed like overkill at first, but then again…

 _Whatever they're doing, they're getting more brazen about it. If the White Fang's making a new move, then I'll need to make mine._

Blake had a plan for making a big splash in the White Fang. She could get some of it done alone, but if she wanted to take large strides towards taking back the faunus organization, she'd need help.

And she knew just whom to start with. But first, she had a mental checklist to go over. Her time in the White Fang had taught her many things about the organization, including the whereabouts of many of their local haunts. Now she just had to check to see how many of them were still relevant.

After all, if the main thing she had to offer her quarry was information, then it'd better be accurate.

~X~

The door opened with a gentle creak, the sound all but overshadowed by the chime of the bell. Blake's sensitive ears only barely picked up the difference in sounds. Blake pulled the hood off her head.

A male grunted from somewhere up front. "Welcome to Tukson's Book Trade. We close in a few minutes, so please- "

Tukson's voice died out when he saw Blake, his eyes going wide. His gaze darted behind her, around the room, then back to her. The young huntress couldn't blame him – two ex-Fang members meeting in a city where the White Fang was incredibly active? She'd be nervous too; and she _was_.

"How can I help you?" Tukson asked after a moment of silence, trying to act natural. Blake knew the telltale signs of a nervous, cornered man. She made a visible hand sign – an old 'all safe' gesture used in the Fang during her time there to indicate they weren't being recorded or watched – before stepping forward.

"Just doing a little research," Blake replied coolly. Tukson motioned to the old school paper sign on the door that read _Open_. Blake flipped it, letting the _Closed_ side face the outside.

"Blake," Tukson said quietly. "You know this is dangerous."

"I know," Blake admitted. "But I've checked multiple times, and I haven't been followed. We're safe, trust me."

The man sighed, momentarily letting his head hang low. After a few seconds, he looked back up, and when he did, Blake saw his small smile. "It's good to see you again," he stated. "Been a while since I've seen a familiar face."

Blake smiled right back. "Likewise."

"So...what are you doing here?"

"I need information," the raven-haired girl replied. The only other soul in the room frowned at her.

Tukson had been something of an information broker in the White Fang before rising to an infiltrator rank. His decision to leave the White Fang, then, with all he knew, was not an easy one. He had fled from his branch's base in Atlas to Vale. Blake had interacted with him on a few missions here and there, and Tukson was no stranger to Adam's focus on her.

The young student knew her presence would put Tukson on edge, and it would continue to do so, so long as Adam lurked somewhere out there. Even though the man had gone under a different name during his time in the Fang, Blake knew he was still nervous about being found out by Adam or his cronies. Last she checked, Tukson's ultimate desire after leaving the White Fang had been a peaceful, honest life.

"You know I don't do that anymore," said the older faunus, his brow still creased.

Blake held her hands up in a peaceful gesture. "I know, I know, but this is important. And it's for a good cause."

Tukson raised an eyebrow. "What cause?"

"The same one I told you about when I first left Adam behind."

The store owner's eyes went wide. "You serious? Blake, it's a noble goal, but you _can't_ take on the Fang by yourself. And the moment you show your face, Taurus will be after you. What will information change?"

"Who said I was alone?"

Tukson smirked. "Ever since Taurus, you've always preferred to work alone." Blake's ears twitched; he had her there.

"Even so," she said quietly. "This is important. There is a chance, but I need you to help me out, and then I'll be out of your hair."

The man's shoulders sunk a little. "They won't take meddling lying down, you know that, right? Especially if it's from you. You put us both at serious risk if you do anything – especially if it's with information I gave you."

Blake took a deep breath. "I know. But I do have, well, something of a plan this time around. And your role would be minor, just this once, I promise."

When Tukson remained quiet, watching her with wary eyes, she continued. "It's...a long shot, but I think I see a way to start _really_ taking the fight to the Fang. It's a way to take it back."

There was another moment of silence as Tukson studied her. His lips pressed into a thin line. "Does this plan, in any way, involve that Spider-Man character?"

Her golden eyes widened before Blake blinked. "That obvious?"

"Hmm," Tukson grunted, propping his elbows on the customer service counter. "He's all over the news. Apparently, he's one of the biggest threats to crime Vale's seen in a while. And since the White Fang is the biggest gang in town…well, you see the rivalry."

"Then you know why I want to contact him. He's good – good enough that he's actually put a dent in their operations."

"I also know that he may or may not take kindly to an ex-White Fang member approaching him," Tukson warned. "How do you know he'll listen?"

That was a good question. Truth be told, Blake had no guarantee that she wouldn't get a hostile response. And though she wasn't obligated to say that she had once been a White Fang associate, if she approached Spider-Man with inside knowledge about the group, he'd want to know where it came from.

Still, relying on the vigilante's work, it was likely that he'd want to know what she had to offer either way. She'd need to be tactful with her answers, but so long as she didn't give Tukson up, her conscience would be clear.

"You said it yourself," Blake began, eyes locked with Tukson's. "Out on the streets, he's the White Fang's rival. If I tell him I have something that will help him _really_ cripple White Fang ops, he'll want to know. The lives he might save with that information should also get his attention."

"And if he asks where you got your information?"

"He'll have no idea you were part of this. No one will. I just need to know what you know, and then I'm gone. I know you've moved on from the Fang, so I won't ask you to help me keep dealing with it."

And, in a way, Blake envied his ability to move on. Tukson wasn't like her. He had left the past in the past and began an honest life, never looking back at the volatile faunus he had left behind. On some level, Blake wished she could do that; just _let go_.

But another part of her knew, and would always know, that the White Fang needed to be stopped. She yearned for its early days, when the path to equality lied along peace and proving themselves. It was an unfair fight, but the blood of the innocent was not on the Fang's hands.

As of five years ago, however, the path took a drastic shift into a horrid direction. In the back of Blake's mind, the thought of her old brothers and sisters in the White Fang turning to violence and bloodshed like they did would always unsettle her.

And now, with detonations in the street and mass robberies of weaponized chemicals, Blake knew someone in the chain of command was making a move.

The man visibly mulled over the information. Finally, he sighed and bowed his head. "My rule is that I'm not going on any more infiltrations. I've started a new life for myself and I don't need Taurus hunting me down because I showed my face again. Other than that...what do you need?"

Blake let out an inward sigh of relief. "Thank you," she all but whispered. "You were with the Fang longer than I was, and you left after I did," she explained. "You saw more of what Adam was doing in Vale, and you've got more recent info on what they were all doing here, even before they sent you back to Atlas for a while."

"I suppose I do."

"I have a list of safe houses we used when I was still a member. I need to know about any other locations you might know about, and any locations that have since been taken down. I've done some research, but the V.P.D are pretty tight-lipped about some of their raids."

Tukson grunted, running a hand through his hair. "My info isn't _entirely_ up to date," he cautioned. "Anything I say could be wrong – Taurus' branch here has been pretty mobile lately."

"I know, but it's better than nothing. Any useful details on recent operations would be good too, if you have them."

"I don't have much in the way of their recent activities," the store owner admitted. "But about those safe houses..." He paused to grab a pen. "I'm gonna need a map."

~X~

"You, uh, good there, Blake?" Peter asked, eyebrow arched. The raven-haired student looked exhausted.

"Hmm?" she managed out. "Oh, I'm fine. Just slept kinda bad last night."

 _I can tell_ , the boy noted mentally. While Blake powered through the fatigue like a champ, the signs of a tired body were evident. She swayed once in a while, just enough to get Peter's attention. "Must have been some errand trip," Peter chuckled. The other teen had been out Sunday evening getting things done. Apparently, though, she might have stayed out a little too late.

"You could say that."

"Students," bellowed the voice of Professor Port as he walked into the room. "Please take your seats and settle down! We have exciting news this morning!" Next to him walked Glynda Goodwitch, professional as ever. Yang elbowed Peter.

"I bet you ten Lien the 'exciting news' is a story where he _and_ Glynda bagged an Alpha Beowolf before returning home and being hailed a hero," the blonde teased with a grin.

"This week, you will all be putting your combat skills to the test!" the round man continued. "You'll face opponents in the form of both Grimm _and_...your very own classmates!"

Peter looked back to Yang. "I'll take that ten Lien now." Yang scoffed, but he caught the trace of a smile.

"This Thursday, you will all be undergoing an outdoor assignment in which you will be working with your team in the surrounding countryside," said Port. "You will be graded not only on individual performances, but on teamwork as well. You will receive more information as the date draws nearer, but you should be aware. And remember, _teamwork_."

 _So they're probably telling us this now to get us to start_ _about_ _thinking team strategies and the whatnot,_ Peter reasoned.

"Also worth nothing: Mister Parker," Port called, turning to face the boy in question. "For this assignment, you will be working with Team JNPR. Come Thursday, be aware that you are expected to appear for JNPR's scheduled time frame for the exam, not Team RWBY's."

"Yes sir."

"And Team JNPR," the man said, turning to the team. "Do not forget that, either; the five of you are expected to show up together, just like every other team would."

He received a series of nodding heads in response. "That said..." the male teacher motioned for Glynda to step forward.

"Good morning, students," she began. "The second announcement is that tomorrow, your dueling classes will begin."

Chattering rippled through the class as students excitedly reacted to the news. Even Peter sat forward, more interested than ever.

"Duels will be held for both team fights and individual battles. You're all expected to participate – no exceptions. You will meet with me tomorrow at our usual time, and I will lead you all to the dueling room. Arrive in your armor. Your weapons will be in the dueling room for you when you arrive."

Peter made a mental note to double down on his own side project in order to finish in time for the dueling sessions.

"You'll receive further instructions tomorrow," Glynda continued. "Other than that, continue to work hard in your academics and remember the team exam on Thursday. More details will also be provided as the date draws near."

With a polite nod, Glynda gestured to Port before she made her way out of the classroom. The students broke into excited conversation over the new development. Yang was shadow boxing, her grin wider than ever. Her sister was practically bouncing in her seat. Even Weiss looked excited.

Blake, interestingly enough, looked like she had other things on her mind. Peter figured the girl was still trying to stay awake.

"Now then, students, there is some _more_ good news!" Professor Port added. "Before we start our Grimm studies, I do have a bit of a story for you. It's an exciting tale of a time when both Professor Goodwitch and I found ourselves on a perilous journey."

Next to Peter, Yang let out a bark of laughter. "I'll take that ten Lien back!"

* * *

 **A/N:** Oh ho ho! The unused side character from canon returns! Obviously, Tukson didn't really interact with Blake in RWBY, but he is an ex-Fang member. We don't know much about him from canon, but given his common ground with Blake (both leaving a violent, changing White Fang), I think it'd be fair that he and Blake would get along well, provided they met. And in this story, they clearly have.

Also, this chapter was originally supposed to be a lot longer, but since finals week is just around the corner for me, I figured I'd cut the planned content from this installment and put out the chapter as is, since finals/work will take priority and eat up a lot of free time. This will give you guys something to read in the meantime, set up for duels and the whatnot, and confirm that I'm not dying again, just busy finishing up school.

 **Review Responses** – I read all reviews, but I respond to those that seem like they are asking a legitimate question or bring up something that I'd like to address. If you stopped by and said something like 'good work' or 'good story', then know that, even if I don't directly respond to you below, you have my thanks!

 **Maelaeran:** If he's there only on weekends, then yes, but the plan is for him to appear on weekdays too (sorta like he did back in New York, where he balanced school/Spidey life).

 **BlueSynth:** Thanks! On the topic of Peter appearing only on weekends, I answered that question in the response immediately above this one.

 **Batthan the Dark Knight:** Heh, I'll have to look into that.

 **TomahawkESP:** Maybe, but it's not quite decided yet.

 **Jedi Alex Colbe** **n** **t:** Ladies and gentlemen, we now have the official Spider-Yang theme! Also, fun fact: I was listening to the nightclub remix of 'Maximum Effort' while writing this response :P. And thanks, it's good to be back!

 **Noob6:** I don't blame ya for that line of thought. Like I told others, whether or not anybody else appears isn't decided yet. The decision will be easier once we see what happens in RWBY during future volumes.

 **AsouShibata:** Yeah, with him having a home/food now, he doesn't need to take the pictures anymore.

 **Jeggetts4. 0:** The villains return indeed. With the amount of craziness that goes down in RWBY canon, someone's bound to tick Peter off; we'll just have to wait and see!

 **Krypto-Saiyan Primal65:** Yeah, inspiration can be hard to pick up after a long break, but, here I am! I'm not sure if I'd say that Peter is quite on Glynda's level (she's pretty strong), but he's definitely closer to professional huntsmen than a lot of the other students (Pyrrha, though, is also pretty high up there). I've actually thought about having this Peter be four years into his Spidey career (starting at age 13, since he's currently 17), but it's still up for debate. Ahh, okay, I see what you meant by reality ensues (I misread it the first time). Yeah, we might see some of those. I haven't seen Spider-Verse (yet!) but once I do, I'll look into it! We'll have to see about the Web-Warriors, and while Peter might upgrade his suit, it would have to be his own upgrades, since Tony doesn't exactly exist on Remnant.

 **Jack54311:** I haven't seen it yet, but I plan to soon, hopefully. I'll see what kinda new powers it offers, thanks!

 **J** **V** **firer:** Maybe one day, we'll see.

 **The WovenMantis:** The reasons you stated are exactly why I'm on the fence, too. I want to first let people see what I plan to do with Peter's intellect/powers before really coming to a decisive conclusion on Aura. And yeah, a lot of the media strangely ignores his spider-sense lately. Wonder why?

 **Guest:** While I definitely want to spice up his fighting style a bit, I have another plan for it, which you'll see soon :)

 **Guest:** I can see why you're worries about the other Marvel characters. That risk always exists, yeah. My plan is to first see where the rest of RWBY canon goes on in Volumes 7 and onward.

 **e** **dgelesspigeon:** Aha, someone responded! Always a pleasure to hear that amazing response. I'm glad you're enjoying the work so far, and thanks for the compliments! I do agree that some crossovers tend to heavily favor one side over the others, unfotunately. Here's hoping this story continues to please!

 **Guest:** True, true. I definitely want at least one conversation where Peter casually names off some of the insanity of the Marvel universe, like the repeated alien invasions or the time he turned into a spider mutant. RWBY's reactions would be great to write! We'll have to see about other characters, though.

 **Guest:** While I definitely think he'd want to help out the faunus, I think the terrorist organizations are a bigger threat than the mistreatment of the faunus people (not to downplay their hardships, of course). I'm not sure how literally he'd count as a faunus, but I always imagined that he'd stick to calling himself human, since he falls under the category of a human mutant, whereas a faunus is, well, a faunus.

 **ToiPelado:** Thanks, friend! I appreciate the heap of compliments, it really helps to keep the creative streak going when people actually like what you write. And while I do get busy, my hope is to definitely _not_ let this story die!

 **Enchie:** That's true, but he didn't know he'd be at Beacon when he rescued the hostages. He hadn't decided to start holding back more, yet.

 **Croniklerx:** I'll get back to your PMs very soon, hopefully this weekend (I'm leaving in a few minutes, so I need to get this last set of reviews done fast).


	11. Chapter 11: A Grimm Exam

A/N and review responses at the bottom

* * *

When coming to Beacon, Pyrrha Nikos had always hoped to meet students who would see her as more than the tournament champion that news coverage and stories had painted her to be. Too many times did people find her unapproachable because they thought she operated on a whole other level.

On one hand, they were right; she was stronger than most of her peers, and though she'd never brag about it, she was aware of it.

But at the same time, people treated her as if they feared she'd belittle them for their inability to match her. The thought mortified her. She could never be so cruel! But that was what many people thought.

And then she came to Beacon and met Jaune.

The boy had _no clue who she was!_ In the moment they had their first conversation, Pyrrha couldn't stop smiling. For _once_ she was actually able to introduce herself, rather than have someone gasp and cry 'you're Pyrrha Nikos' at her.

Of course, Jaune had been pretty focused on Weiss Schnee during that conversation, but Pyrrha had enjoyed herself nonetheless.

And then it got _really_ interesting when the other boy, Peter, had shown up. In the span of a few moments, Pyrrha had met not one, but _two_ people who had no clue who she was. Even better, Peter had openly joked around with her as if they were old friends or something.

Oh the liberating _joy_ of someone actually relaxing around her. Pyrrha wasn't sure how much better things would get, but she could only hope that she'd be put on the same team as the boys who had no clue who she was.

In the end, she had found herself with a wonderful team. Jaune, though he had learned who she was, still talked comfortably with her, the stunned awe that plagued so many other companions of hers not affecting him nearly as much as other students. Nora had known her from the start, but Nora was far too relaxed and easygoing to stress over her famous teammate.

Ren knew her, but he was calm and respectful around _everybody._ Pyrrha, as far as she was concerned, was not the only one who received Ren's quiet treatment.

That marked three students on her team who cared not for her status. Well, maybe Ren wasn't quite as easy going as the other two, so two-and-a-half at least.

That was two-and-a-half more than she expected. One-and-a-half more than she could have hoped for.

And today was particularly special. Today, her team had another student who treated her like a normal girl and not a celebrity.

"Man I wish Weiss was here," Peter grunted. "Could use some of that ice she likes to throw around to cool off in this heat. The stuff from her Semblance, I mean."

"...As opposed to…?" Nora asked slowly.

"That charming personality Team RWBY is subjected to when our leader decides she wants to wake Weiss up."

Pyrrha giggled while Nora let out a bark of laughter.

"She can't be _that_ bad," Jaune added. Pyrrha thought he sounded almost hopeful, but she didn't fully trust herself to identify emotions. She could fight with the best of them, but reading people's emotions?

She would win no tournaments for _that_.

"To be fair, Ruby _did_ start Weiss' day off by literally blowing a whistle in her face just as her eyes opened. I don't think I blame Snow Angel," said the brown-haired boy.

Ren chose that moment to remind the group of why they were outside to begin with. "Professor Port is up ahead," the young man announced gently.

Team JNPR, plus its extra for the day, followed their R's gaze. Surely enough, their _Grimm Studies_ teacher stood patiently at the edge of the cliff overlooking the Emerald Forest. As if on queue, Port turned to them.

"Guess we'd better hurry," Pyrrha commented, ushering the group to move. Her team gave no objections.

"Students," their teacher greeted jubilantly. "Right on – " he paused to check his watch " – actually, five minutes early! Splendid!"

Pyrrha glanced around. No one else seemed present. She figured there would be more than just one proctor for the examination.

 _Unless they're observing us in secret, like last time._

"Now then," Professor Port began, his face taking on a slightly more serious look. "I assume everyone has brought their gear with them today? Weapons, armor; everyone is ready?"

He received a series of nodding heads in return. He hummed in satisfaction. "Good, good. Now then, before I explain this examination, I'd like to remind you all that you will each be evaluated on individual performances, your work _as a team_ , and on how long it takes you to complete this exam. You are also all required to return together as a team, along with your VIP."

Pyrrha perked up at the mention of a VIP. Her teammates noticed the phrase, too. Port smiled.

"Yes, you heard me correctly; there will be a VIP involved in this assignment – a rescue and escort target, if you will. Today, you will be evaluated on how you perform under a common scenario encountered by many huntsmen and huntresses."

The professor turned to gesture to the Emerald Forest. Pyrrha noticed that this wasn't the same cliff they had launched off for the initiation.

"Somewhere in the forest is a lost, injured huntsman," Port explained. "You will be given his last known location and tasked with tracking him, extracting him, and protecting him from danger on the return trip here."

 _So we'll be tested on our ability to track a target today_ , Pyrrha noted, a hand on her chin. She had to admit, fighting had always been her forte, especially when it came to opponents who wore or used metal. Her uncle had actually wanted her to join him on the police force in his hometown back in Mistral, since she could dispatch opponents with a flick of her Semblance.

She, however, had chosen a different path, as evidenced by her place at Beacon.

Still, her training in tracking and scouting wasn't as exhaustive as her combat training. She'd be somewhat out of her element today, but it wouldn't matter too much. She was far from helpless in this area of huntress work.

"As you know from the initiation, you _will_ encounter Grimm in this forest," Port continued. "Be aware, be vigilant, and remember what you have learned from previous years, as well as anything you can recall from the initiation. Your target's last known location was the temple where you retrieved your relics – "

"Um, where was that?" Jaune whispered to her.

"– and last he radioed in, he was heading south."

 _The ruins were in the northern end of the forest. We might cross his trail before finding the temple._

"Do we get a description of this huntsman?" Peter asked, arms crossed.

Port nodded. "You'll often get descriptions of lost huntsmen, so today will be no different. Doctor Oobleck will be playing the role of the missing huntsman. I'm sure you all know who he is."

Pyrrha nodded. Professor – or 'Doctor,' as he insisted to be called – Oobleck was a hard individual to forget. The green hair and ecstatic personality made him one of the most notable teachers at Beacon.

"So then, are you ready, young huntsmen and huntresses?" Port asked, his tone taking a turn for the dramatic. It always seemed to do so when the topic was field work.

"We're not, uh, we're not going to be using _landing strategies_ again, are we?" Jaune asked nervously. Pyrrha suppressed the smile threatening to cross her features at the memory of catching the blond boy during initiation.

Port chuckled. "Oh no, not today." He turned once more to gesture to the forest. "You are free to approach the Emerald Forest how you see fit."

Pyrrha then noticed the classic pocket watch that slipped for the pudgy man's sleeve. She remembered him once saying it was his favorite watch. He gripped it and popped open the lid. "You are, however, timed."

He clicked the thumb switch and the needle began ticking.

" _Begin!_ "

And then they ran.

~X~

If there was anything that Peter regretted about having to be part of the first team to take the exam, it was that he hadn't had time to finish the new tools he had been working on at Beacon. They weren't ready for test runs yet, and so he hadn't been able to pump them out in time to try them against some Grimm.

Bummer.

But, regardless of when he revealed his new invention, he'd still have the element of surprise for when he would first use it in duels. So long as he kept it a secret, that is. This, of course, meant that Spider-Man couldn't use the same weapons as Peter Parker, or else people would get suspicious. At least he had web-shooters for his hero work.

It hadn't taken too long for them to orient themselves to face northward. Pyrrha had offered the idea of approaching the ruins from an angle, so as to not accidentally overrun the trail Oobleck would have left behind on his southward movements from the temple ruins. The plan had seemed reasonable enough to the rest of the team.

Team JNPR, plus Peter, ran through the forest as a group. It was oddly serene; the greenery, the chirping birds, even the occasional scuttling squirrel. Peter recalled that Grimm and animals didn't usually skirmish in the wilds. The soulless creatures targeted mankind and faunus-kind alone.

The young hero and Pyrrha pulled slightly ahead, running in the front of the group. Jaune was on their heels, while Ren and Nora kept a slightly slower pace to watch their backs. Their destination, for now, was the temple.

"I'm gonna assume that Professor Oobleck won't be giving off too many negative emotions," Peter stated as they ran. "Too professional to let his feelings get the better of him."

"Agreed," Pyrrha replied, emerald eyes focused straight ahead. "But if a professional huntsman wanted to be found, he'd leave a trail. Not just from moving through the forest, but specific hints, like scraps of cloth."

"He wears mostly subtle colors," Ren commented. "I believe I saw his combat gear once. It's mostly dull brown and green – forest colors."

"Think he's got some neon undies or something to flag us down with?" Peter jested. He heard Nora let out a loud 'pffft' in response.

In truth, Peter wasn't all too worried about finding Oobleck. While he hadn't exactly received tracking training, the other four students, supposedly, had. Ren in particular was very observant, and it wouldn't surprise Peter if the boy ended up leading their expedition through the forest.

Still, the young hero _did_ have his spider-sense. It certainly heightened his awareness of his surroundings, and he could use that to his advantage. Even now, his mind's eye, fueled by the picture painted by his supernatural sense, fed him information.

"We could split up," Jaune huffed from behind Peter. "After finding the temple, that is. Could be a faster way to find Doctor Oobleck, and then we can contact each other on our Scrolls to meet up again?"

"He's got a point," Pyrrha added. "After finding the ruins, if we cover more ground, we might find him faster. Huntsmen teams have to one day learn to split up and still work effectively anyways."

"I call Ren!" Nora chirped.

"I guess that means Peter, Pyrrha, and I will go together," said Jaune, without missing a beat. "Unless we want to split in three ways and have one person go alone?"

"I think that wouldn't be wise," the only redhead present immediately interjected. "Remember that Deathstalker we ran into? It might be disastrous if something else like that is lurking out here."

 _Speaking of which,_ Peter mused, his spider-sense suddenly tingling. "We've got company!" he announced. He held out an arm, the other four trainees stopping with him.

 _Behind us,_ he thought, even as heavy rustling prompted the group to turn around.

"Ursai," Ren observed the moment they saw the Grimm, hot on their trail. Two large, bear-like beasts rumbled towards them. The young man quieted Nora down when she brought her grenade launcher to bear. "No. The noise might attract more. They might trample any hints Doctor Oobleck may have left behind."

The hammer-wielder blinked before frowning and letting her weapon shift into its melee form. Ren meanwhile, whipped out his near-silent submachine guns, while the rest of the group, save Peter, prepared their melee weapons. The young hero raised his fists.

"Peter, Ren, you guys have the quietest weapons," Jaune said hurriedly. He had to say no more; both students charged forward, Ren unleashing a hail of Dust rounds. His weapons coughed silently as they unloaded their clips.

The storm of bullets sprayed the front Grimm's mask. The beast momentarily turned away to shield its eyes, and when it did, Peter took his queue to leap forward and plant his fist in the face of the second Grimm. He tried to ignore the cracking sound, followed by an unpleasant sensation coating his fist.

Next to him, Ren all but appeared in a blur of movement, swiping his submachine guns' sharpened blades against the neck of the other Ursa. It collapsed to the ground a moment later.

 _This guy would be a monster against any lightly-armored Grimm._

Quick, accurate attacks and a method of laying covering fire to boot; Ren was something of a ninja for Team JNPR. His only drawback against Grimm was that anything coated in too much of their natural armored plating wouldn't care for his blades. The Deathstalker had proven that.

 _Let's just hope whatever we run into out here doesn't get much bigger than the walking Fallout reference._

~X~

The ruins of the temple hadn't been too far away, nor were they hard to find. Team JNPR and their plus-one had made it there without much in the way of battle, save for a few Beowolves that Pyrrha had dispatched while the others investigated a trail that they thought might have been human.

Oddly enough, the trail had footprints that were _humanoid_ , but not quite _human_.

Peter shivered at the thought of human-like Grimm. He supposed a faunus with animal-like feet might have been the culprit, but the prints were relatively fresh, so who would be out in the forest that matched that description?

He ended up brushing the thought off when the temple ruins had come into view.

"Feels weird being here again," Nora mumbled as the group approached the crumbling structures. Once upon a time, they had all arrived here with a small squadron of students to fight alongside. Today, they were alone.

"So Professor Port said the missing huntsman went south of here, right?" Jaune began, glancing around. He pointed in the south's general direction. "That way?"

"Mhmm," Pyrrha replied. "And a missing huntsman would still leave behind clues. He wants to be found, so he has most likely left something for us to find."

South, however, wasn't exactly precise. The plan was to have them split into two groups, both of which would walk parallel to one another, but some distance apart, so as to sweep anything considered south of the ruins. Peter assumed that the emphasis on the timing grade for the exam was to prompt students to think on their feet and learn to work not only as a team, but as individuals functioning as part of a bigger whole.

"You guys take right, we take left?" Nora offered. They shared a collective look before shrugging in agreement.

"Call if you need assistance," Ren quietly advised. Nora waved goodbye as they headed for the treeline.

"I can take point," Pyrrha declared as she, Peter, and Jaune marched to the treeline far right of Nora and Ren. "Peter, can you hang back just a bit and watch our backs?"

Peter saluted, only to cock his head to the side when Pyrrha abruptly blinked and turned to Jaune. "Oh, sorry, if that's okay with you – the leader should decide these things too."

"Huh?" Jaune grunted. "Oh, no that's fine, you know more about this than I do."

"Part of your training?" Peter asked while slowing his pace to let Jaune pass him. Pyrrha nodded.

"Huntress training. They coached us a little on how to handle movement in small groups. It's not dissimilar to how military units move. Or how some Grimm move."

"Speaking of Grimm," the young superhero questioned. "I think I only saw Ursai and Beowolves during initiation, barring the Deathstalker and Nevermore, of course. I feel like we're seeing some new ones today, like those footprints."

"Yes, that's true," Pyrrha admitted. "Something large that had footprints like the ones we saw should have been seen before. I'm not sure what that was, but I don't think anybody ran into something like that during initiation. Perhaps it wandered in from another region of the forest?"

Jaune gulped. "Any...particularly noteworthy Grimm that we should know about in those other regions? Like, _more_ giant scorpions?" They crossed the treeline and were swallowed by the forest once more. Everything suddenly felt darker, and Peter found himself more on-guard than usual. The forest was quiet, save for an occasional breeze rustling the trees.

He couldn't quite remember what direction they had come from during initiation, so he wasn't sure if they were now heading into yet another unknown region of the forest. It certainly wasn't the way he, Weiss, and Ruby had come from earlier.

"I know that if you keep following the Emerald Forest to the outskirts of Vale, you'll find the Goliaths. They like to roam between the forest and the wastelands around Mountain Glenn."

That...wasn't a name Peter knew. "Dare I ask what a Goliath is?" he queried, cocking an eyebrow at Pyrrha.

"A massive type of Grimm," she clarified. "Ancient. Intelligent. They travel in herds and are notoriously difficult to bring down."

"Joy," Jaune chuckled nervously. "Hopefully Professor Oobleck wasn't running from those things. I'm not sure I'm ready to fight something like that."

Peter glanced at a claw mark on a nearby tree. Evidence of a fight? Pyrrha noticed it as well, nodding to the group to follow. They did so. The present inter-dimensional visitor let his acute awareness of the world around him – ' _Thank you, spider sense' –_ feed his mental image of everything.

He took a moment to focus and really hone in on everything around him. Certainly not something he did too often, especially not since coming to Remnant. Still, even with his superior awareness, nothing noteworthy made itself known.

At the head of the group, Pyrrha continued to glance around before shaking her head. "Nothing," he heard her mumble to herself before moving on. She walked like a trained soldier, muscles relaxed but ready for action, her rifle drawn and pointed out in front of her. By comparison, Jaune and Peter looked almost casual. The blonde at least had his sword and shield out, but Peter held his arms at his sides.

Their walk was silent, eerily so. They noticed occasional snapped branches and other such disturbances in the plant life, but without specific clues from their missing huntsman, there was no way to tell if it was Oobleck or a local Grimm.

Nevertheless, they followed the trail for a time. It wasn't until Pyrrha suddenly paused that their trek slowed. "Wait," she quietly declared.

"Something wrong?" Jaune asked, lowering himself behind his shield.

"Listen," the redhead explained, her own knees bending as she crouched. Her grip on her weapon tightened.

Peter and Jaune listened. They heard no unusual sound. "What?" the former finally asked.

"It's too quiet," Pyrrha quickly clarified. Her gaze darted about. "The birds have stopped chirping. They shouldn't be so quiet, especially in this time of year."

Peter blinked and finally noticed the lack of noise. No more chirping, no more scurrying animals. Beacon's semester started in springtime, unlike Earth school. For all intents and purposes, the animals, unbothered by ordinary Grimm, should have been singing their hearts out.

Instead, the Emerald Forest was dead silent. In light of the recollection of the fact that the birds _were_ singing just minutes earlier made the silence feel unnatural. It was as if the life that the forest teemed with had ceased to be.

 _Something's_ _up_ _._

"Stay close," Pyrrha whispered. Her voice was steady and her eyes alert. Peter couldn't help but contrast that with the audible gulp Jaune gave off. The brunette didn't blame him, though. The experience was nerve-wracking.

They crept along, slower than earlier. The occasional wind blew here and there, but other than that, the only sound was their quiet footsteps.

Said footsteps eventually brought the group to a patch of land between the trees that wasn't covered in grass. Pyrrha had been the first to point out that the various weeds growing in the patches of dirt showed distinct signs of having been disturbed.

"You guys think it was Doctor Oobleck?" the resident hero asked. Pyrrha knelt down to study the trail more.

"I can't say just yet. All I know is that someone did come through here."

Peter turned on his heel in search of any clues the professor might have left behind. Finding none, he knelt down himself, gaze following the crushed weeds in the opposite direction of where Pyrrha was looking. It would technically be the path backtracking up north, but perhaps Oobleck had left something else behind along the road?

His eyes narrowed, however, when he found the faint outline of a familiar footprint. "Pyrrha," he called. "Come take a look at this."

The armored girl walked up to him, frowning when she looked down. "This again," she murmured.

A humanoid footprint, larger than any man's, stared back at the pair of students. Elongated and with three toes, it had momentarily tricked them earlier that day into thinking they had found Oobleck's trail.

"I've never seen anything like this before today," Pyrrha observed, bending down. "Professor Port's _Grimm Studies_ class covered the basic Grimm in the Emerald Forest. Nothing had feet like this."

It lacked a Beowolf's girth and shape, but certainly had enough distinguishing characteristics from human shoes or common Grimm paws. Ursai prints were even more dissimilar to this thing.

Jaune had begun to say something, but a loud sound echoed through the forest, lasting only a moment. Like a heinous fusion of croak and a man's shout, the wretched sound put all three students on edge.

Peter and Pyrrha were up on their feet instantly, the latter drawing her shield and holding it out in front of her, her firearm balanced on its tip as she aimed from behind cover. Jaune spun to face the direction from which the noise had come from.

The sound came again, closer this time. In the distance, Peter suddenly saw a dark, upright figure move into view between the trees. The thing seemed to pause as its horned head turned to them. Humanoid in shape, it's most prominent feature – that Peter noticed – was the pair of massive white deer antlers on its head.

It didn't charge them, though. Unlike literally every Grimm they had met up until then, this one didn't make it a point to try and claw its way to them as fast as possible. Even Pyrrha paused at the sight of a Grimm just...walking to them.

She regained her composure quickly, however, and said, "We can't lead that to Doctor Oobleck. We might attract more Grimm. Let's put it down quickly and keep going."

Her teammates nodded.

Peter and Jaune dashed in opposite directions when the Grimm stomped fully into view. Tall and lean, its body was covered in pitch black fur, save for the white, deer skull mask on its face. Two beady, burning red eyes stared out from the wide eye sockets.

Pyrrha wasted no time in launching her shield into the beast's midsection with a powerful throw. If it cared for the damage, it didn't show it much; instead, the thing made an annoyed sound when the shield connected with its stomach with a resounding _thud_. Peter leaped up and wrapped his arms around the Grimm's neck, throwing his weight to the side and forcing the thing to stumble along with him. His spider-sense began faintly tingling, telling him of a threat cloaking the beast.

It was as if the creature radiated danger.

Jaune went for its leg, swinging his sword across the back of its knee. It buckled, dropping down to its good leg. Peter's spider-sense then went utterly wild when a clawed hand shot up to grab him. He managed to grab it by the wrist, frowning at the black vapor rising from the gnarled palm.

The boy scrambled off the creature's back when it moved to touch him with its other hand.

"Don't let it grab you!" he warned his teammates.

 _Whatever it is, spider-sense goes crazy when its hands get close to me._

The unnamed Grimm rose to its full height – something Peter estimated exceeded eight feet. It slowly turned to Jaune, howled once, then lowered its horned head and charged. The shield-bearer gasped and scrambled back. The Grimm, however, was thrown off course when Pyrrha's shield clanged against its head. The metal disk returned to the redhead and she ran straight for the Grimm. Peter joined her assault.

She reached the monster first, plunging her spear into its midsection before cracking her shield against its leg to try and get it to double over. The monster only growled though, and swiped a clawed hand at the armored girl. She nimbly bounced back, shield and spear in tow, and the moment she did, Peter aimed a double-heeled drop kick at the Grimm's unprotected back. The blow connected, knocking the Grimm forward, but only for a moment.

With alarming speed, the monster whirled around, jaw dropping, revealing rows of razor teeth. A torrent of thick, ink-black smoke shot from its mouth, directly at Peter. His eyes went wide and he ducked, the rancid cloud passing over him and crashing against a tree.

 _Spider-sense tingling like there's no tomorrow...whatever that stuff is, it's fatal._

The tingling continued. Particles of the vaporous death remained in the air, and his spider-sense caught the taste of danger.

A gunshot brought him back to the fight. Pyrrha fired several Dust rounds into the Grimm. The beasts howls and the sounds of battle had probably already attracted anything close enough anyway. The bullets sank into its dark fur, doing little more than drawing its attention. It growled and fired another torrent of smoke at Pyrrha. The redhead leaped out of the way with a grunt, but the Grimm wasn't done. It pivoted, spraying more and more smoke as it turned.

The trio were forced to retreat as more and more of the unnatural fumes spread from the Grimm. They backed up, scuttling between trees and rapidly pushing through bushes and branches alike.

"Wha-what _is_ that?" Jaune hissed when the thing turned to them, red eyes shining amidst the smoke.

"I don't know," Pyrrha replied hurriedly.

"I think whatever its breathing out is poisoning the air," Peter quickly added. Pyrrha and Jaune shot him looks of alarm.

The Grimm didn't allow them anymore time, as it abruptly came crashing towards them again, moving faster than something its size had any right to. It howled its war cry again.

The students scrambled at their adversary's approach. Peter rolled to the side when its ghastly, vaporous hands reached for him. Pyrrha suddenly appeared at the corner of his vision, rifle trained at the back of the Grimm's head. A shot rang out, followed by a puff of smoke from the back of the beast's skull. Its inhuman eyes narrowed and it turned to the girl.

Pyrrha kept her cool like a champ, steadily backing up and firing her rifle. The Grimm opened its jaws, but in a show of intense speed, Pyrrha flung her shield into its mouth. The beast staggered back, for once looking surprise at the sudden attack. Peter capitalized as best as he could when Pyrrha shouted for him to move, cocking his arm back for a hard punch.

His fist connected with the small of the thing's back, _hard_. It crumpled under the blow, something within giving away as its body bent at an awkward angle. Peter immediately backed away from the thing when his spider-sense told him of that ever-present danger.

 _And here I always thought Smokey was a bear. Apparently he's a deranged deer-man-_ _thing_ _from another dimension. Go figure._

The Grimm collapsed with a distorted groan, massive body flopping on the ground. Pyrrha's shield tumbled from its maw.

A moment of silence overtook the group as they watched the beast. Its body continued to give off the ghastly smoke. Peter took a breath and kicked the shield back to Pyrrha, who caught it with one arm before they backed away from the behemoth.

"Don't breathe in deeply," Peter advised. "Air's not safe around it."

Pyrrha pressed her lips together as they backed off. When a safe distance away, she said, "Then there's a chance we've inhaled something we shouldn't have. We should find Professor Oobleck as fast as possible, and make sure our health isn't in serious danger."

The Grimm's body began to expire into a cloud of black smoke. The trio made sure to make a hasty retreat from whatever trace poison might be left.

"Never did complain too much about second-hand smoke," Peter mumbled under his breath. "But this is just ridiculous."

Jaune let out a tired laugh. "We'll have to make a point of asking Professor Port what that was. I don't think I remember him mentioning this before. And even _I'd_ remember something like this."

 _True, and Port_ _ **did**_ _say that we should have learned all about the most notable Grimm in the area._ _This one looks pretty notable._

"Whatever it is, we- "

Peter acted the moment his spider-sense roared to life. There was a faint hissing from the Grimm's mouth, followed by a blast of its smoke. In one fluid motion, Peter shoved Jaune out of the way and, without enough time to move his whole body, tore the shield from Pyrrha's fingertips. He managed to take a single breath of fresh air and angled the metal plate between himself and the smoke before the blast hit him.

Accompanying said blast was an astounding amount of force. It threw Peter backwards, sending him tumbling across the ground. The breath he had been holding was forced from his lungs when he landed, rolling to help stabilize himself. At least, he had avoided inhaling that filth.

" _Peter!_ " he heard Jaune and Pyrrha shout in unison. There was a series of gunshots, and Peter soon found a humanoid shape helping him up and moving him out of the way of the gas. He coughed and groaned, hauling himself to his feet, Pyrrha's shield still in hand.

He looked back up at the Grimm, now rising to its feet. Its midsection turned at an impossible angle and then snapped into place. Suddenly, it was upright once more, leveling them with a gaze that spelled disaster.

"Are you alright?" Jaune's concerned voice demanded. Peter nodded.

"Fine," he managed out, handing Pyrrha's shield back to the redhead. "I believe this is yours."

The armored girl took the defense tool from his hands before giving him a rapid once-over. She wasn't able to say anything, however, because the Grimm howled again.

"Oh put a sock in it already," Peter groaned, flexing his arms to get the blood flowing again. "And grab a breath mint while you're at it."

"It's healing from everything," Pyrrha observed, loading a new magazine into her rifle. "I've tried a various Dust elemental types and nothing has done more than agitate it."

"Think a headshot will put it down?" Jaune asked. The Grimm began lumbering towards them, growling under its breath.

"Worth a try," the resident superhero offered. "I can get through its mask if your bullets don't work."

"I might be able to make that a little easier," Pyrrha replied coolly. She drew her arm back, rifle in hand. It began to rapidly transform into its spear form, and the redhead took aim. With a fluid motion, she flung the weapon. Propellant trailed behind it as the javelin rocketed forward. Peter quietly whistled at the powerful, precise throw.

The spear crashed into the advancing Grimm like a rampaging bull. It punched through the armored head plating and pushed onward, eliciting a wince from Peter and Jaune.

There was a moment of silence when the Grimm took a step back and dropped to its knee. A thick cloud of black smoke flowed around its head, and then...

And then it yanked the spear out. Pyrrha's jaw hit the floor when the Grimm growled and tossed aside the weapon like an unwanted play thing and looked back at the trio, its face and armor rapidly reforming.

"What in Dust," breathed the Spartan-like warrior. Her emerald eyes had never betrayed such surprise.

Spider-sense.

"Breath attack!" Peter warned when the Grimm prepped another salvo of its poisonous payload.

The three scattered when the creature let loose a torrent of dark vapor. It swiveled once more, the stream of venomous breath following Pyrrha. She sprinted away from her teammates, slowly getting closer to her weapon.

Peter took a breath and threw himself at the Grimm's back, superior strength effortlessly overpowering the larger being. He threw it to the ground, placing a foot on each of its wrists. He put a hand on the back of its head and slammed its snout into the ground.

He drove his knee into its back. Pyrrha's spear did little to deter it, but back injuries at least put it off balance for a time.

His spider-sense, however, went berserk when inky smoke rose from the thing's entire body. He jumped away from the danger, forcibly exhaling what air he had stored in his lungs from his earlier breath.

The nameless nightmare jumped to its feet with alarming speed. Pyrrha's spear then – somehow – shot through its thigh. Peter had little time to think about when and how the celebrity huntress had gotten her weapon before her shield came flying out of nowhere, cracking against the back of the Grimm's head.

Peter snatched the metal disk out of the air before pivoting to avoid the wild swinging arm that threatened to catch him. The claws scraped against Pyrrha's shield as he held it up to protect himself. It left several jagged scars in the painted finish, but neither he nor the tool's owner had time to care.

He tossed the shield to his dominant hand before throwing a mighty blow at his opponent's exposed spine.

To say the Grimm was lifted off its feet would have been a lie. The monster was _catapulted_ from the ground, thundering through trees and shrubs alike from the Spider-Man's power. Pyrrha's shield crumpled under the attack, its edges shredding into the Grimm's body when Peter let his fingers uncurl from the wrist strap.

His teammates gasped when the body went sailing past them. "Good _grief!_ " he heard Jaune exclaim.

Somewhere in the distance, the monster crashed into the ground. The small cloud of dirt and stone, mixed in with the splintering wood and bark of various tree trunks, gave the location away.

Peter let out a breath at the sight. He spared a glance at the remains of Pyrrha's shield on his arm. The girl in question appeared at his side, looking in the direction of the fallen Grimm. "I...wow," she managed out, turning an eye to him. "That was quite the strike."

"Just gotta put your back into it," Peter replied half-focused. His gaze was on the crater at the end of the path of destruction in the trees. "Let's get a move on. I don't know if it's dead this time, but I don't want to stick around to find out."

Jaune's Scroll began to ring. The boy fumbled with the device before answering as the three began to retreat from the Grimm's landing zone.

"Nora?" the blond spoke into the Scroll. "Wait, how'd you know we were- huh? Um, sure, okay..."

Jaune held out the Scroll, to Peter and Pyrrha's confusion. He set it to speaker mode. "Okay, you're on."

There was a shuffling sound from the other end before Doctor Oobleck's voice came through. "Students? Can you hear me?" He sounded far more intense than usual.

Peter shared a confused glance with his classmates. "Yes Doctor, we hear yo- "

"Listen carefully," he instructed almost without pause. "Miss Valkyrie will be firing her grenades into the sky. Follow them and meet up with us _immediately_."

Pyrrha blinked. "Is the exam ov- "

"The exam is canceled," Oobleck barked urgently. "The Grimm you are fighting is not a native species of the Emerald Forest. It is a high-class beast and you _cannot fight it_. Come to us _now_!"

Peter's eyes went wide when a dark, warped hand shot out of the crater, slapping against the torn ground with an ominous thump. Smoke began rising from the crater. "How…?" Peter breathed.

" _Students!_ " roared Oobleck's voice. " _Run!_ "

A pink explosion rocked the air in the distance – one of Nora's grenades. "Go, go!" Pyrrha ushered. Behind them, a violent howl mocked their retreat.

 _How is it still alive?_ _A hit like that – it should have been at least knocked out for longer than_ _ **that**_ _!_

He dared not look back at the monster he knew was crawling out of its grave. Its haunting roar sounded off behind them again as they sprinted through the trees, following the sound and sight of Nora's bombs.

In the distance, Peter could hear the wolf-like howling of more familiar Grimm. The negativity was drawing their attention.

Peter caught sight of something large and metallic moving over the trees some distance from them. His first thought was one of Beacon's Bullhead air shuttles. Was it here for them?

A rain of gunfire sounded in the distance, overpowered only by Nora's grenade launcher drawing their attention.

"We're getting closer!" Pyrrha shouted.

The horrid noise behind them, however, signaled that they weren't the only ones. "And so is _that_ thing!" Jaune cried, sparing a look behind them. Peter's spider-sense told him all he needed to know about the living nightmare on their tail.

A clearing soon came into view, in the middle of which stood Ren, Nora, and Doctor Oobleck. The area was littered with dissipating Grimm bodies. True to Peter's hypothesis, a Bullhead was approaching their location.

Doctor Oobleck was rapidly waving them over. The Bullhead's engines threw leaves and sticks into disarray around the clearing as it descended. It's door swung open, revealing an armed Professor Port, blunderbuss ready to work. Ren and Nora began embarking on the ship as Peter, Jaune, and Pyrrha ran close.

"Quickly now!" the green-haired professor called as he motioned for them to move faster. "Onto the ship, move, move!"

They did as they were told, clamoring into the relative safety of the metal behemoth. Peter looked back down at the ground as the hull door began to shut and the ship took flight. He saw numerous Grimm running into the field, but among them, one stood tall.

The beast they had been fighting walked into the field, almost lazily. It looked healthy as ever, approaching them with a stride that oozed confidence. Its burning red eyes met his just before the door shut.

Silence reigned throughout the inside of the ship as it took off. Professor Port looked around at his students. His face was an unreadable mask of professionalism, but Peter caught the faint sigh of relief.

"Doctor Oobleck," Jaune panted. "What _was_ that thing?!"

The slender man readjusted his glasses before collapsing his weapon. "That, young man, was a Grimm," he said solemnly. "A very dangerous kind of Grimm – one that, by all historical accounts, should be located thousands of miles from here."

"What's it doing here, then?" Ren asked. His hair was matted and face caked with sweat. Nora looked no better.

"I don't know," Oobleck admitted, looking out the window. "But I'm afraid we have a big problem on our hands."

* * *

 **A/N:** School finals, work, overtime, and two rewrites later, and I present to you a chapter that I had quite a bit of trouble writing. I know many of you have assured me that you understand my tardiness because we all have busy lives, but I still apologize for taking forever to get this one done. Half of the wait was born from the fact that I made massive overhauls to this chapter on two separate occasions, for a total of 3 completely different chapters. As you can tell, only this one made it through the chopping block.

I did get some ideas for how exactly to order the next sequence of events, though, so hopefully Chapter 12 will arrive before we've got gray hairs. It won't be an 'original Grimm' (OG?) arc, but today's special guest has been the kickstarter for our next set of misadventures. Hope you all have a great week and enjoy your summers off!

 **Review Responses** – I read all reviews, but I respond to those that seem like they are asking a legitimate question or bring up something that I'd like to address. If you stopped by and said something like 'good work' or 'good story', then know that, even if I don't directly respond to you below, you have my thanks!

 **Maelaeran:** I look forward to it too! Weiss and Blake certainly are curious about who the mysterious vigilante is, that's for sure..

 **Jedi Alex Colbent:** Yes, that you are, my friend. Given how Disney has treated a lot of it's Marvel characters...yeah, I'm kinda worried about how Deadpool will turn out. Okay; it's a hunch!

 **BlueSynth:** Thanks! I got through them okay, so now the big thing eating up my time is work. I definitely see where you're coming from on the Aura thing; I've actually been looking into Peter's powers more and more, and you tend to realize just how crazy powerful he is. I'm iffy on pairings myself, but there's plenty of storyline to get through, so, who knows? As for your second review, I think I have an idea of how his secret identity story will go, so we'll have to see if it meets your tastes.

 **cbustroyer:** Ships are kind of a mystery, at the moment. My plan is to roll with what feels realistic.

 **BulletstormX:** I don't think so. I haven't played it, but I might check it out. If it's good stuff, I might cover it.

 **Shadow:** I've thought about that, actually. I have a...lose idea, we'll call it, on where he's going to end up, but I won't spoil it for ya.

 **Legendkiller221:** You're not the first to say that, and I certainly know why you're saying it. Like a told another reviewer, I've been looking more into Peter's current powers across various mediums, and he's a lot stronger than I sometimes give him credit for.

 **Jack54311:** Good question! In my head, Weiss sees Spider-Man as a faunus, who is actively fighting a faunus rights group, to protect a human-owned corporation infamous for faunus mistreatment. Sounds rather out of place, right? As for if/when the teams find out, you'll have to see!

 **guardian xela:** Links don't actually work on this site, so they'll be truncated no matter where you post.

 **MeteorElDrago:** All to be determined in due time!

 **Guest:** Heh, might I ask why you dislike MJ and Gwen, bar obvious helplessness in certain storylines (*ahem * the original trilogy)?

 **Croniklerx:** While I take ages to do it, I will respond to this review via PM.

 **Krypto-Saiyan Primal65:** And _I'm_ sorry for taking two months to update! Glad you liked the change of POVs and the inclusion of Tukson as a character. We'll probably get to Yang's opinions sooner than JNPRs, but I do have a fun scene in mind for her. You'll see the villains' plans unfold soon enough, don't worry! And certainly, this version of Peter has been around the block more than one (dare I say, it's not his first rodeo). I do have some ideas of how to use more obscure elements of his character from the comics, but this Peter isn't from a specific universe. I don't want to tie him down because I technically have to follow _only_ the rules of that universe. Safe to say, I want to draw primarily from 616. Sure, they'd have to find him, but that's all a mystery for another chapter, my friend!


	12. Chapter 12: Wendigo's Curse Part I

A/N and review responses at the bottom

* * *

"They're called Wendigos."

Despite the soft rumbling of the Bullhead engines, it felt like one could hear a pin drop in the ship's cabin. Team JNPR, plus Peter, listened intently, eyes fixed on Doctor Oobleck's serious expression. His usual hyperactivity had been replaced by a quiet, grim exterior.

"The last time one was seen was decades ago," he continued. "They are a rare species of Grimm, and even from an early age, they can be nightmares to deal with on the battlefield."

"Because of their healing?" Peter asked. The memory of the horned beast shrugging off one of his attacks was fresh in his mind.

"That, and because of their hunting style," Oobleck answered. He ran a hand over his mouth and chin. "Your _Grimm Studies_ class probably hasn't covered some of the more unique Grimm out there, but are you at all familiar with the Apathy?"

"Grimm that drain raw willpower from their victims," Pyrrha said almost automatically.

"Yes. They are one of the several species of Grimm that display powers beyond their physical strength. In a way...they're almost like Semblances, but relegated to specific species of Grimm, not individuals."

"Semblances? I thought that tied in to people – and Aura. Grimm can't have that, right?" Jaune asked.

"No, no they cannot; but as you've heard now, they can have abilities not unlike huntsmen. Among those rare Grimm that display supernatural powers is the Wendigo."

"What exactly does it do, besides heal itself?" The question came from Ren. Peter wondered what had happened to him and Nora; they hadn't been present for the scuffle with the Wendigo, but they looked worn out all the same. Other Grimm?

"It can be best described as a persistence predator. The theory is that it is of a similar family of Grimm as the Apathy. It is not too concerned with destroying huntsmen as soon as possible. I will not lie to you, my students – it would be unfair, and perhaps unsafe, for you to not know this – the Wendigo marks its opponents, then it slowly tracks them down."

There was a moment of stunned silence before Jaune was on his feet. "Wait, wait, wait!" he began, eyes wide. Peter and Pyrrha shared an equally wide-eyed look. "What do you mean it 'marks' people?"

"Exactly what it sounds like," Oobleck said gently, ushering the student to sit down. "Battle with this Grimm is an almost surefire way to inhale some of the poisonous vapor that it gives off throughout the fight. In small doses, it's not lethal – not _quickly_ , anyway. But it's main purpose is an incredible connection with the Wendigo itself. To put it simply, once the vapor has been inhaled, the Grimm can track its victim, among other things."

"So it..." Peter began.

"Is following us now, yes," Oobleck answered. The moment he saw his students' faces grow pale, he intervened immediately. " _But_ , there is hope. The poison itself is not too difficult to purge from the system during early stages. Beacon carries the antidote."

There was an almost palpable release of tension along with a collection of sighs of relief. Pyrrha was the first to speak up afterward. "But if the poison can be purged easily, what makes the Grimm dangerous, if not its durability?"

"A number of things. The ability to track prey is the least of one's worries when dealing with Wendigos." The teacher rubbed his temples before continuing.

"As fascinating as it is, I cannot deliver this news with any excitement: that vapor that the Wendigo exhales is not a normal gas. A study was conducted, many years ago, on this poison. What little was gleaned from the short-lived research was that this beast exhales a cloud of biological matter – the Grimm's very own cells. In effect, it releases a living, parasitic substance."

 _A living_ _gas_ , Peter thought with wide eyes. The implications for science back on Earth could have been both enormous and catastrophic.

Grimm were truly something else.

"You see, the poison will manifest in the victim as a disease. Fever, nausea, fatigue, and paralysis; this all occurs over time. The smaller the dosage, the longer the victim has before symptoms set in. The ability to transmit a signal to the Wendigo itself, however, ties into the fact that the parasitic gas will feed a tiny stream of the victim's Aura to the Grimm. It feeds slower than the subject's Aura naturally replenishes and is essentially without any indicator, until the symptoms appear. After the sickness takes proper hold, the person will become sicker and sicker, eventually collapsing from paralysis. Unless something finds the victim first, that's when the Wendigo catches up to them."

Peter heard Ren mumble something, wiping a hand over his sweat-covered brow. The others were equally unnerved. A Grimm able to tap into someone's Aura reserves and track them by it? And what horrors happened to those actually caught by this beast?

A memory flashed through Peter's mind, one of his spider-sense screaming in response to the hands of the wretched Grimm. _Something_ about its grip spelled death.

"Once the Wendigo finds its victim, it will tear the very life energy from their body, countless times faster than the gas could. Wendigos absorb their victims' very Aura, until none is left to protect it from the killing blow the Grimm will surely deliver."

" _All_ of it?" Nora asked, jaw sinking to the floor. "What, it just, it just takes _all_ of someone's Aura away?"

The idea of it must have been alien to the Remnant natives, Peter realized. Their Auras were their ultimate defense in battle. Once that was gone, their bodies were vulnerable. The thought of a Grimm able to bypass this protection like that must have been terrifying.

"Yes. It strengthens itself using defeated adversaries' Aura. The more it gorges, the stronger it becomes...and the hungrier. The more Aura it siphons the more it will crave it, and it is willing to go to incredible lengths to feed itself. Even when the poison is removed from the body, the Wendigo will travel to the last place it sensed its victim. If that creature is not contained in the Emerald Forest, it will march towards Vale. It will inevitably encounter the wall surrounding our city, but it will not leave."

"The _Hunter of Huntsmen_ ," Ren said quietly. "It was a title I read in an old book, referring to a legendary Grimm. Is it the Wendigo?"

"I'm afraid so," Oobleck answered, gaze dropping to the floor. "It is obscure enough to not be common knowledge like Beowolves, but there come dark times when one resurfaces."

"Was the one we fought out there an old one, then? Do they stay low while young?" Jaune asked.

"I am unsure if 'old' is the right term. At the very least, it was not a child. Were it an old Wendigo, I can say that I doubt any of us would have survived. The accounts of older Wendigos paint a horrendous picture."

Peter suppressed a shiver.

"What must we do?" Pyrrha asked immediately, brow furrowed. Her knuckles were white from gripping her weapon. "How can we stop the Wendigo?"

"You will do nothing."

The group let out a collective blink at the interference of Professor Port. He looked at them, fingers folded over the butt of his blunderbuss. "We will have Beacon's emergency care remove the poison from your systems, and then you will go about your days as usual. Beyond instructing you, our jobs as teachers sometimes require us to protect you. This is one of those times."

 _Just sit here and do nothing? While that_ _ **thing**_ _it out there?_

"I know you are all anxious," Oobleck offered sympathetically. "But understand that this is not an ordinary Grimm. You are not ready to handle it. Few are. Once we return to Beacon, tell no one of your experience here. At least for now. The realization that there is a powerful, dangerous Grimm just outside the city will set students on edge. If word gets out to the public, the rumors might grow out of proportion. We risk causing mass panic should the story be twisted by those who misunderstand it, or told in full truth by the few who do. You five have been told what is happening in case, Dust forbid, something prevents us from applying the antidote. You would need to know that you were in very real danger."

The ship shuddered and began to slow. Professor Oobleck abruptly shot to his feet. "Now come, there is no time to lose. Follow me."

"And students," Port called as the children rose. "Do not fret too much – the beast _will_ be destroyed. We aren't professors at a _huntsmen_ academy for nothing, after all."

Even with that reassurance, Peter's mind was numb with the thought that the monster in the forest would arrive at the city walls soon, and the blame was partially his. Had he figured out earlier that none of them should be inhaling the gas his spider-sense was reacting to, they might have avoided the Wendigo's impending arrival.

But that was in the past. What mattered first and foremost was getting the poison out.

 _Wait. If this thing is so rare, and apparently uncommon here, then how exactly did it get out here?_

~X~

Professor Ozpin drummed the fingers of his left hand on his desk. His right hand had found a permanent spot under his chin, ever since he received the news from Port that a Wendigo had appeared on his cameras.

A Dust-damned _Wendigo_.

Beacon's headmaster had been around long enough to see the effects one could have. He'd heard the horror stories of lone Wendigos wandering into un-walled villages and utterly annihilating the inhabitants. The high concentrations of poisonous gas had paralyzed half the population before they could make it a mile away.

The Wendigo had then begun its nightmarish reaping of all who failed to escape.

The High Council of Vale had long ago ruled, along with all governing bodies of each of the nations, that a major city needed to take particular steps in case of a Wendigo sighting. The more it slayed, the stronger it would become. With a major city, there was a large population at risk, along with occasional ground travel.

The first step was to attempt to dispose of the Grimm as fast as possible. If either the force required could not be mustered or if the Wendigo's whereabouts became unknown, a city had to go public with the information and warn residents to stay inside the walls. Ground travel had to be immediately cut to avoid inadvertently sending more innocents into the Grimm's waiting grasp.

Any non-major city, especially one lacking walls, was advised to evacuate and call for help as fast as possible.

Beacon was still on step one. The Wendigo was still in the Emerald Forest, and Ozpin's surveillance team kept an eye on it 24/7, ever since it was spotted. If it went anywhere, he would know.

The headmaster remembered the fateful weeks when the last Wendigo had been spotted in Vacuo, years ago. He could all but feel Vacuo's Council's helplessness as the ancient beast roamed the land in search of an unfortunate soul who had inhaled its fumes and fled. He had died somewhere far, far from the Wendigo, succumbing to starvation after the paralysis set in.

The Grimm, however, continued on with its search for its victim's last location. Things became monstrous when it ran across a faunus community in the wilds, and found itself new victims to track.

It was later defeated by the legendary huntress, Maria Calavera. She had destroyed it with her unique gift of silver eyes. Ozpin would have to make do without them.

And that was the first big question in mind. How does one destroy a Wendigo?

Ozpin had learned its secrets and had since found the answer to the question. Its ability to heal was finite. The more Aura it drained over the course of its life, the more times it could completely rejuvenate itself. Exhaling its poisonous vapor forced it to employ its healing to replace the lost cells.

The trick to fighting it, then, was the opposite of what everyone thought. Rather than get around the healing, they had to get through it. If the Wendigo was outlasted, it would reach a point where it had nothing left to rejuvenate itself with. It would run, but its slow pace would then be its downfall.

The strategy was deceptively simple, but Ozpin knew it only sounded so. The amount of time needed to battle the Grimm could vary from minutes to hours to days. The team would need to be prepared to fight for an extended period of time, and everyone would have to be on their toes. Equipment was needed to avoid inhaling the poisonous vapor, and rest and food would be almost out of the question, depending on how long the fight would take. Emotions had to be kept in check, lest they attract more Grimm.

Regardless, they'd need to make the journey to the Emerald Forest and dispose of the Wendigo before it got anywhere near Vale city's proper. Until then, the exams would be discontinued, the students kept out of the forest.

The door to his office suddenly swung open, and Glynda Goodwitch walked in. Her heels clicked on the floor as she approached. Her lips were pressed into a thin line.

"The Wendigo has been located on the cameras again. It's moving towards the city as we speak."

 _Slowly_ , Ozpin mentally added. Wendigos could display bursts of speed in fights but they traveled slowly. They had no need to expend the extra effort very often. The accursed gas did the work.

"I can begin reorganizing class schedules to allow us to gather together a force to face the Wendigo with."

"Make sure to include Peter – Port," he quickly clarified, in case his assistant and friend thought of the other Peter. "And call Qrow. You will need to go as well." He named off a few other professors that he knew would be useful in the fight. Port could bring raw power, Qrow brought speed and a distraction to keep the Wendigo guessing, and Glynda could subdue it with her telekinetic abilities. Most everyone else was there to support Ozpin's chief fighters.

"I will lead the effort against the Wendigo," he stated, rising from his chair. "Leave Bartholomew in charge of matters while we are away."

Glynda overcame her surprise at Ozpin's declaration quickly and nodded, producing her Scroll and beginning work on her necessary messages. The headmaster, meanwhile, set his gaze on his cane.

"And grab some gas masks," he added. Even as he said so, another thought was crossing his mind: the _second_ big question of the day.

How in the world did a Wendigo make it this far into the Emerald Forest?

~X~

Despite being told what to say, Peter had still flinched when he returned to RWBY's dorm. Yang, the only one present at the time, gleefully demanded juicy details from his, in her words, 'Grimm-slaying romantic getaway.' Peter had fed her the story, not anywhere near word for word, but as much as he remembered.

Less than half an hour later, the first years were told that their exams were canceled for the day. A pack of Grimm was migrating through the area, and the sheer volume was becoming problematic. The teachers would take care of it, the students were told. Everything is fine, they were told. Peter received his medical attention, along with Team JNPR. Oobleck stopped by to personally tell them that things would be alright. The teachers would handle the Wendigo. It brought some genuine encouragement, but nevertheless, the five went to bed that night uneasy.

Friday morning came and went in a heartbeat. The young genius glided through the morning classes with ease, which employed a few substitutes for the day. Dueling class was canceled. It all ended with blinding speed, and before he knew it, the weekend began with the Friday afternoon. He planned on making a quick stop at Beacon's workshop to check up on his project before leaving for patrol.

He instead found Pyrrha Nikos at the blueprint board. Ruby eagerly hovered at her side.

The young hero blinked at the two, not expecting to have found them there so soon. The younger took notice of him first and waved excitedly. The older quickly followed suite and offered him a polite smile and nod. "What's up, guys?" Peter asked. He approached the desk.

Ruby was the first to look up, beaming. "Hey! Pyrrha's making a new shield and I asked if I could tag along!"

The brunette in the room grunted in realization when he looked at the drawn models of Pyrrha's old shield. He gave the celebrity a sheepish look. "Yeah, sorry again about that..."

Before Pyrrha could reply, Ruby was already giggling. "She told me about that," the youngster snickered. "She tossed you the shield and you slapped an Ursa with it. A little too _hard,_ apparently."

Peter managed a tired smile. "You should have seen the Ursa." Ruby grinned. He turned to Pyrrha next. "How are you feeling since yesterday?" Translated as, 'how are you doing, knowing we discovered an ancient Grimm in our backyard'?

"Just a little tired," the taller girl replied. She did, in fact, look so. Her team had carried a concealed fatigue on their shoulders the whole morning. Peter didn't blame them. He knew the feeling from years of going to bed at night, knowing a violent adversary prowled New York, looking for him.

A multitude of familiar faces came to mind. One was green and grinning, another was ink black with a mouthful of jagged teeth. Monsters in human form. A third still came with four metal arms, and a fourth ran a multi-million dollar criminal empire. The list went on. Years of fighting men like that had calloused the arachnid hero and taught him to live with the threat of death over his head at all times.

As best as he could, anyway.

But at least," Pyrrha continued, "the new shield is coming along nicely. Beacon carries the necessary materials for me to build an exact replica. It'll just take a little time."

"Hey, weekend's here, after all. Plenty of time."

"And it definitely beats shopping," Ruby mumbled. "Weiss is going to town and Yang decided she wanted to tag along."

Yang? A shopper? Peter hadn't pegged her for one. He smirked at Ruby. "I take it that didn't tickle your fancy?"

The younger student scowled. "I have a dress. I don't really wear it, but I have one. Weiss has, like, fifty-something, and wants more. Yang wants some accessories for her motorcycle outfit."

"Don't you fight in your dress?"

"Combat skirt," Ruby corrected with a waving finger.

The only male in the room let out a laugh. He could use any relief from the memory of the Wendigo he could get. Turned out Ruby was good at that. "Right, sorry. Guy here – I know pants, shorts, and dresses. Anything in between gets rounded up or down into those respective categories."

"Forgiven!" Ruby chirped before she let out a quiet 'huh' and cocked her eyebrow. "Wait, so what were you doing down here? You don't use any wea- " She cut herself off, mouth forming an 'o' shape. "Are you making a weapon?"

 _Crap, that's supposed to be a secret until I can use it during duels._

His hesitation prompted the scythe-wielder to lean in further, expectantly. Peter wasn't ignorant to her quickly catching on. Even Pyrrha looked interested.

 _Quick, say something!_

"That's supposed to be a secret," he blurted.

 _..._ _Instincts, are you_ _ **seriou-**_

Ruby gasped, mouth curling into a wide grin. "Show me! Is it a dagger? A sword?! Oh, did you make guns like Ren's?!"

"Um, it's kinda- shoot, how do I put this?" he began, rubbing the back of his head. Ruby and Pyrrha listened intently. "I wanted to show it off during an actual duel. Like a surprise. To help me win against people who can attack at range."

"So it's a ranged weapon," the older redhead stated.

"It's probably not exactly what you guys are imagining," he disclaimed. "But please don't tell anyone yet. I want to actually finish the thing before saying anything. Plus, element of surprise during a duel and all."

Ruby pouted. "So...I can't see it yet? Even if I promise to not tell anyone and maybe even possibly, hopefully help you make it~?"

 _Ruby, stop pouting._

She did exactly the opposite.

 _This is so unfair._

He sighed. "I'll show you what I've got so far, but it stays secret, okay?"

"Deal!" Ruby beamed. Pyrrha cleared her throat.

"Might I join, seeing as I already know it exists?"

"Might as well. At this rate, the whole school will no by tomorrow, since I'm so great at keeping secrets."

At least it was something to do. Ruby giggled at his sarcasm-laced comment.

"Oh!" the shield-bearer in question suddenly exclaimed as Peter motioned for them to follow him. "On the topic of weapons, I've been meaning to ask about that. Are you at all familiar with fighting with shields?"

The boy hummed in thought. He had maybe a total of four fights during which he used Captain America's shield, spread out over his various years as Spider-Man. "Not a lot, really. Just a stray fight here and there where a teammate threw one to me. Why?"

"I was thinking that you could use one," Pyrrha pointed out. "You're fast enough to get it into the right position to block and strong enough to hold a heavy one up. If it doesn't stop you from using your current weapon, I could help you get used to one, if you wanted."

Peter blinked.

"That's very nice of you," he answered, surprised by the sudden offer. "But I don't have a shield. I know Beacon has a selection of them," he accentuated the statement by pointing to some of the examples mounted on the craft shop's wall, "but they don't really fit me. The small ones are too light to block heavy attacks, so I'm better off dodging at that point, and the big, heavy ones are just that – big. Not too heavy for me, but bulky and unwieldy. Makes it hard to dodge like I usually do."

"I could make you one!" Ruby declared happily after a dramatic gasp. "If we're gonna be working on Pyrrha's new shield – and since you're making a new weapon anyway – you could complement it with a shield, if that works out. We can draw up some plans and I can show you how to make it! I know the best material shops in town, so we could get stuff that Beacon might not have on hand. We can make a small, dense shield! You could block but still move fast!"

Peter looked between the two huntresses. The thought of an added weapon to his arsenal as a student was a nice one.

 _Heck, that's exactly why I was down here to being with. It may not have been for a shield but...it could help out a lot._

It helped differentiate his fighting style from Spider-Man's and would help with countering various students' otherwise problematic weapons. It was why he was working to adapt his skills outside of his spider powers.

"Wow, that's- are you guys sure this won't case you any problems?" he asked. "I don't want to be a bother."

"Whaaat? It's _me_ , Peter. I love everything weapons!" Ruby declared.

"And I'm not against training anyone," Pyrrha added. "Helps me take my mind off things, too."

 _Ohhhh._

No wonder; it was an easy way to forget about the Wendigo for a change. Peter had his own plans for getting his thoughts away from the beast. Back in New York, the fastest way to get his mind off school and relationship problems was with a mask and a pair of web-shooters.

Vale didn't have to be any different.

"Thanks guys," he answered after a moment of thought. "I'd really appreciate that. But Pyrrha's shield takes priority. Once that's done, let me know. And seriously, thank you."

Ruby pumped her fist. "I _knew_ I wouldn't regret staying here instead of shopping. Take that, Yang!"

~X~

At ten minutes till one, Peter stepped into the cool afternoon breeze. A deep breath filled his lungs with the crisp air.

With silent strides across the Beacon courtyard, the young hero made his way towards Vale. Students were out with dates, friends, and everything in between. They paid him little attention, and he returned the treatment. He had elsewhere to be. As far as his dorm mates knew, he was visiting a friend.

He was outside Beacon's proper within minutes. Far away from the students, Peter made his way down to the city's outskirts. Ozpin may have been away, leading the fight against the Wendigo, but that wouldn't stop the spider from returning to his web.

And as far as Peter was concerned, crime on the streets was always his web.

 _Maybe I'll check out the industrial district today. White Fang stole a whole_ _D_ _ust truck last time. It must have come from somewhere down there._

The mask came down over his chin no sooner than the thought had crossed his mind. He was up the side of an illustrious hotel complex – the closest to Beacon Academy – in a second.

The city was laid bare before him. Lots of low buildings, a borderline Gothic style to some of the spires and towers, and a series of booming districts that stood as a sharp contrast to the poor outskirts of the metropolis.

It was not New York and it would never be New York. However, it had at least one thing in common with the Earth city: crime rings big enough to run underground corporations and a list of issues longer than his arm.

Someone had to look into that, didn't they?

And as the one aspect of his life that truly stayed the same since dropping on Remnant, Peter did just that.

With a flick of his wrist, Spider-Man began his patrol.

~X~

It was a little past one o'clock in the afternoon when Blake left Beacon. She was out of uniform and in her combat gear – not unusual, considering that many of the other students at the school found their armor had become their most comfortable outfit after years of wearing it.

The only part she had to hide was her weapon. Gambol Shroud rested snugly against her back, covered by a layer of clothing. The sensation of a concealed weapon brought back chilling memories of infiltration ops she had been a part of during her time in the White Fang.

But if all went well today, she'd be taking a huge step towards a solution. That solution employed the help of a man in a mask with a spider on his chest.

She moved past stray couples and lone students who were enjoying their Friday free time. Neither noticed the other for more than a moment.

Within minutes, Beacon was behind her and Vale unfurled before her eyes. She knew finding her target wouldn't be easy; he moved fast, worked quick, and disappeared faster. He also had the element of his secret identity, something most professional huntsmen didn't invest in. Apparently, Spider-Man was demonstrating very clearly the benefits that came with it.

 _Industrial areas were always our biggest targets in the city. The Dust shop raids were pocket change compared to that_ _._

They were also a tempting distraction for huntsmen passing by while the real robberies occurred in the shadows or in the wilds where the trains were. Either way, it was a place to start.

Blake Belladonna moved with practiced grace and silent steps, starting for the fastest route she knew to the Fang's favorite playground. She had a potential friend to visit.

* * *

 **A/N:** Never thought I'd see the day where I dropped two chapters in one month. I guess I can attribute that to this being an interlude of sorts. Much easier to write than raw action, at least in my opinion.

And kudos to everyone who accurately guessed our new Grimm's name. Y'all work fast. Borrowing ideas from our dear friend the Apathy and some Native American folklore, along with a little random creativity, and _voila_! A walking plot catalyst!

And Peter's working on personal weapons for his duels! Yay! My thought process for this hinges on the fact that he's seen lots of other students with lots of powers and knows that if he keeps dodging everything, people will start comparing him to Spidey. A shield, courtesy of the help of Ruby and Pyrrha, seems like a worthy addition to his arsenal.

Wishing you all a good week and a rejuvenating Sunday. Cheers!

 **Review Responses** – I read all reviews, but I respond to those that seem like they are asking a legitimate question or bring up something that I'd like to address. If you stopped by and said something like 'good work' or 'good story', then know that, even if I don't directly respond to you below, you have my thanks!

 **Machcia:** Good question! The way I understood it is that Roman was so notorious because he was very public with what he did, and very skilled at it no less. Adam and the White Fang were active in Vale too, and we all know that Adam is less about thievery and more about, well, you know. It's certainly possible for Peter to ditch the mask and be a huntsman full time, but we _are_ creatures of habit. I find it hard to believe he'd give up the Spider-Man mantle that fast, and the benefits of the secret identity are still very real. Relative safety from criminals, avoiding public backlash for property damage, etc.

 **BlueSynth:** With an attempt at the straightforward approach, of course! But will that work, I wonder? I've responded to him as well, with similar thoughts. And of course! I'd never ignore you guys :) Thank _you_ for reviewing, dear reader!

 **Demidragon:** Yes sir! Mostly the appearance and the endless hunger theme.

 **Krypto-Saiyan Primal65:** Haha, not this time! Now you get Chapter 12 in two weeks! Isn't the Locus the same Grimm from Ren's home village? Although it did go by a different name. I don't think Peter would want to be Spider-Man in a team Grimm fight, given the required explanations. You are right that a lot of the RWBY villains (Mercury, Emerald, Cinder) behave very much like Marvel counterparts. Seems almost too much to be a coincidence, eh? And yes, the White Fang probably sees Spidey as a traitor to the faunus. We'll have to see what I can do with CFVY. Also, 'Edgy Silver Sable,' along with 'pizza time' made me grin!

 **Dracus6:** That's an interesting idea. I'm not too familiar with either series, so it's not something I'm able to write at the moment, but it'd be great to one day see it!

 **Thermonuclear:** Glad to hear you think so! I think Spider-Man's truly one of the strongest people in Vale right now, what with monster strength and reaction times bordering on supernatural, coupled with super speed. Hearing that people think I write his combat in a balanced way is truly encouraging. Thank you :)

 **Ant244815:** As fast as I can manage!

 **MeleeSmasher** : I've got to freely admit that I haven't been playing Warframe lately. The interest is still there, it's just difficult to create something of quality for a story based on a game franchise you haven't invested in since, I believe it was late 2017ish.

 **Bruce USSR:** Hey, if we ever branch into a multiverse arc, then he's definitely on the list.

 **Jedi Alex Colbent:** I think my big issue with them was more revolved around their TV shows. The MCU movies, for the most part, have been excellent, save for a few characterizations that I can't say I found appealing.

 **Guest:** It certainly does! I do like having Peter use his intellect, but I wanted to use the Wendigo fight more to introduce the Grimm than to have it be defeated so soon.

 **Jack54311:** Patience, stamina, and a lot of bullets.

 **CyberActors15:** Understandable point on Jaune's leadership. Personally, I found that his real leadership abilities began to manifest after his self-doubt began melting away, following the Jaundice episodes. I thought the Wendigo fight could be a good way to also lead into that arc.


	13. Chapter 13: Panicking at the Disco

A/N and review responses at the bottom.

* * *

"Just my luck," Spider-Man chuckled, a fierce grin crossing his face. The dark sedan pulled to a halt in front of an equally dark building at the corner of the industrial district and the highways connecting to upper Vale.

From within said sedan stepped out four suited men, attires accented with red-tinted aviators and crimson ties. The pitch-black fedoras completed the ensemble. They looked identical to the lot that had been working for Torchwick when Spider-Man had first met him.

The hero watched as the four men approached the heavy front doors to the two-story building. After a series of knocks and a notable pause, a bouncer met them, spoke words that the arachnid was too far away to hear, and let them in. The driver, meanwhile, wheeled around to the back of the building and out of sight. He reemerged a minute later up front once more and entered through the front doors at the permission of the bouncer.

Peter had noticed the shady group fifteen minutes earlier, having caught sight of them entering the vehicle outside an empty construction lot. No nearby facilities looked like they were in turmoil; all the workers proceeded as usual. Peter hadn't spotted a crime in progress. Unsure of what they might have been up to, but recognizing their signature suits all the same, Spider-Man quietly followed them.

And now, he was here. Wherever _here_ was.

The building was unmarked and without too many distinguishing characteristics. A front balcony, supported by numerous ground posts, hung over the double front doors. The surrounding buildings were old facilities and construction projects, either on hiatus or abandoned, he didn't know. The smaller structure housing his 'friends' looked equally abandoned from the outside, at first glance. Everything in this district followed a theme; dark and mysterious with a hint of danger. It stood in stark contrast to Vale's colorful and charming upper districts with their outdoor restaurants and gift shops at every corner.

Spider-Man nimbly hopped from his perch atop a neighboring building, landing silently on the roof of his target. It was rough and grainy, but level, save for occasional pipe work. There was no door roof.

It didn't matter much, though. Peter would find his way in.

The arachnid crept down along the wall, glancing all about to avoid crawling over any of the windows the establishment boasted. He took a careful glance through one of them after doing his best to ensure he wouldn't be seen. The room inside was pitch black and unoccupied, from what he could tell. He pressed his adhesive fingertips to the window to give it a gentle push upwards, but his spider-sense kicked in. He backed away from the window, further up the wall.

"Probably rigged to something," he mumbled to himself, frowning in thought. He didn't want to tip off the building's inhabitants, lest they call for reinforcements too soon.

He searched for a new entry point.

Said point made itself known in the form of an exterior basement door. Once more, the youth checked his surroundings before jumping to the ground. He landed with a muffled _thump_ , not far from his quarry. The sensation of a sandy surface greeted his feet. He silently thanked his sturdy boots for holding out after so many nightly adventures; he had long since learned of the unpleasant sensation of sand in the shoes after getting punched by Flint Marko on occasion.

The metal basement door looked old and rusted, hinges and finishes showing signs of exposure to air and moisture. Nevertheless, it was thick and sturdy. Spider-Man reached forward, fingers wrapping around the heavy duty lock bolting the door shut, and squeezed.

No spider-sense.

 _Crack_.

 _Not so heavy duty anymore,_ he mused with a smirk. He uncurled his fingers, the remains of the lock falling from his hand. He paused before dragging the door open and webbed up the hinges. Opening the door would be more difficult, but the adhesive silk would help dampen the noise of scraping rusty metal.

He pulled the handle and the door began to rise. It was a weighty thing, made stiffer by the webs jamming the hinges, but Spider-Man pulled it open anyways. The old metal protested, but the webbing helped stifle the sounds.

A wooden stairway greeted him, and Peter descended. Brick walls, caked with dirt and grime, lined the dark walkway. The smell was no better.

He made his way down, a faint trickling sound permeating all throughout. The light from outside only reached so far, but Spider-Man paid the darkness no mind. His spider-sense kept him steady as he walked. He took a wide step to avoid a crate – empty, to his disappointment. No clues yet as to what he had found.

It took a while, but he eventually found himself approaching a door. It was still pitch black in the hallway, but his spider-sense warned him of the wall that he would have otherwise walked into. The door itself, reinforced and lacking an outward door knob, was not much larger than the cellar door itself. It was meant to be opened from the other side.

"A problem for the average police officer," Spider-Man noted with a smile. He pressed his adhesive fingertips against the door and anchored himself. "But not for your friendly neighborhood web head."

No traps triggered his spider-sense – _yet_. A quick blast of webbing to the hinges, and Spider-Man was ready.

His first tug failed to open the heavy door. He put more power into the second. Still nothing.

Spider-Man frowned and tried a third time, now putting more work into the pull. Reinforced hinges met spider-strength. The loser of that fight was forced to move. The winner took a victory walk through the open door.

Another dark room greeted him. Peter made his way through, using his spider-sense until he found a light switch.

 _Click_.

A lone ceiling light, hanging from a short chain, illuminated the rectangular space. A stockroom greeted him. Crates lined the walls, stacked higher than Peter's head. He glanced into an open, half-full box. Shiny bottles of dark red wine greeted him. The name _Strawberry Sunrise_ was stamped proudly on each beverage.

Making his way up the second flight of stairs and out of the room proved easy. Another door – this one not reinforced – guarded his path. He could hear music blasting from the other side. The small opening between the door and the floor was illuminated with flashing lights from the other side.

He opened it by quietly crushing the doorknob and its lock. He gave it a gentle pull and it slowly swung open, any and all noise rendered null by the ruckus beyond.

Between the thunderous music and the blazing neon lights, it took Peter a moment to realize what he was looking at. What greeted him beyond the door was a rack absolutely stocked with wine bottles of various sizes, some cherry red, others a pale white. Spider-Man took a step closer and peered between the bottles.

Beyond the wine rack was a nightclub. Pitch black walls and ceiling and a blinding white dance floor marked the room. They were accompanied by a light scheme that kept flashing the same pale illumination. More suited men ambled about. One or two picked bottles off the caged shelves.

 _Ah_ , Spider-Man realized, just barely able to hear his own thoughts over the music. _The door's behind the shelves. Probably some sort of unloading gate that doubles up as a side-exit. That explains why they've got doors ready to stop a rampaging Grimm. Can't have the locals barging in for unregistered free wine samples, eh?_

The issue then was getting past the shelf without being seen too early. Surprise was his, and for all he knew, Roman Torchwick might have been present. Something told Peter that the orange-haired criminal would scram at the first sight of Spider-Man.

The arachnid hero crept out of the door and quietly shut it behind him. He glanced up but found a low section of the ceiling denying him an exit. He'd have to find another way out.

The shelf that obscured the door now obscured Spider-Man too. He moved silently along the back wall, careful to stick to every shadow he could find. The exit to the secret pathway became clearer at the end of the shelf, where it made a ninety-degree turn straight into the wall. The small area of space above that turn was not cut off by a ceiling.

Peter quickly made his way over and crawled up ladder that went to the top of the shelf. He peeked over the top.

There was a neatly-groomed bartender at the back of the room. He wore a look of utter confidence – a display for whom, Peter didn't know. The man directed some of the suits around, pointing to various locations along the rack, as well as sending one of the others upstairs with a crate.

Spider-Man quietly made his way out of his hiding place. The corner of the nightclub that held the entrance to the secret pathway was out of the way of the dance floor and its lights. The corner was shadowed, probably to keep the walkway out of dancers' sight on a busy night. Now, however, it hid the intruder.

The youth crawled along the shadowed walls. They were painted ink black, certainly an odd color for interior walls and ceilings.

 _Even the_ _ **stairs**_ _are black._

He made his way past the bar and took the express way up – that being, his sticky fingers.

In no time, he was on the second floor. Pictures lined the dark wall of the upper area, ceasing only to make way for occasional doors. Peter saw traces of rich, red carpet beneath those doors. Most of the photos surrounding those doors depicted the bartender in someway or another. One photo in particular caught Peter's eye. It showed the man behind the bar holding a document and shaking the hand of another man. The document, however, put an idea in the young hero's head.

 _Is that the deed to this place? Does that guy own the joint?_

A minute spent glancing around at various seemed to confirm it. The man behind the bar certainly appeared to be calling the shots, and most photos of the place had him proudly grinning in front of the club proper. This wasn't Torchwick's haunt; it was the bartender's.

Still, his goons looked _awfully_ similar to the ones Torchwick had with him on that night. Mercenaries, maybe?

The thought of a potential lead on Vale's most notorious thief proved tempting. Spider-Man needed to arrange an impromptu meeting with the bartender. At worst, he'd get into another fight.

As if _that_ would scare him.

The arachnid hero made his way back down. He avoided the lights and cameras with practiced ease. JJ would have flipped a lid had he seen Spider-Man breaking and entering like this. Peter could practically hear the rant.

 _Menace, menace, menace,_ chanted the imaginary Jameson.

Good grief, did Peter actually _miss_ that?

 _I've reached a new low if I've begun to miss Pickle Puss and his rants…_

It took a bit of clever maneuvering, but Spider-Man found his way to the bar table. He crawled down the wall behind the unsuspecting owner and sat himself down on the rear counter. Bottles of various sizes became his neighbors on the temporary perch. He had yet to be noticed by any of the busy henchmen scrubbing the floors and taking down wine bottles.

"-wants a whole order by tonight," he heard the bartender mumble. The man was hunched over and furiously punching something into his Scroll. "Crazy fool. Transportation for that much liquor through blasted Grimm territory can't be set up that fast." He looked up, presumably to shout something to his men, but Peter took that moment to speak up.

"Customer service is rough today, huh?"

The unaware man gasped. His hand shot under the counter and he whirled around. Peter tensed and…

And the bartender froze when he saw Spider-Man. The surprise in his eyes slowly turned to confusion, then to a forced calm. His brow furrowed, forehead crinkling. Slowly, he let go of whatever he had grabbed under the counter. Peter caught the hilt of a firearm.

"Smart choice right there," he pointed out, gesturing to the the man's hand. "Guns are notoriously ineffective against spiders. Should tell that to your boys up front when they notice me."

As if on queue, people began to notice Peter. The first was actually a pair of well dressed girls – twins, if he had to guess – atop one of the platforms. Thugs began to join in on the viewing a moment later, and weapons were drawn.

"Hold it, _hold it!_ " the bartender ordered, holding his hands up. "Nobody shoot."

The inferred 'yet' was palpable. An air of tension set in.

"Spider-Man...What do you want?" the bartender asked, turning back to the arachnid in question. The man rearranged his crimson tie with black-gloved hands. The young hero grinned and leaned in.

"You've got me at a disadvantage there, Mr. Bartender. Anything I can call you by besides your profession?"

"The name _Junior's Nightclub_ didn't clue you in?" the newly-named Junior asked.

"Huh, well, you haven't exactly been advertising the place as such. I can tell it's a nightclub, but you sure don't look like a 'Junior.' Not much in the way of a sign, either."

"Locals know the name well enough," Junior replied without missing a beat. "But you didn't answer the question. Why are you here?"

"A little birdie told me some of your friends here worked pretty closely with a guy by the name of Roman Torchwick. Ring any bells?"

The nightclub's owner sighed and pinched the bridge of his nose. "Yeah, and did that birdie tell you where those boys ended up, by any chance?"

"Jail," Spider-Man chirped, still grinning. "At least, I assume. I didn't pay much attention to them after they got trounced by Little Red."

"Who?"

"Trade secret."

Junior frowned. "Fine, don't tell me. But what do you expect from me? The guys you want are in jail."

"Yeah, that's sorta the problem. The cops can interview them all they want, but I'm a little out of the loop. Maybe you can fill that gap and tell me a little more about Torchwick's operation."

He received a snort for an answer. "He flashed some money in my face and I spared a few of my employees for his nightly adventure. You've probably got a better idea of what he did with them than I do, seeing as you actually saw my guys after Torchwick was done with them."

"You sold manpower – _armed_ manpower – to Vale's most notorious and instantly recognizable thief," Spider-Man deadpanned. "If you're going to risk selling hired guns to a guy who's easier to ID than my buddy Rhino in a crowd, I'm sure you'd be a little curious about the scheme. You're the one things get traced back to, after all."

This time, it was a bark of laughter that Junior graced him with. "Kid, things _don't_ get traced back to me. You can talk to as many cops as you want about that little episode. My hands are clean."

Spider-Man raised a curious eyebrow. "That so?"

"Yes, it is," Junior replied evenly. "You're welcome to take that up with them anytime you want. I'll be right here when and if you do."

"Hmm," Peter mused. "And how exactly does that work? The whole being 'clean' after that, I mean."

"Trade secret."

Touche. The hint of unease in the bartender's eyes and voice didn't go unnoticed by Peter.

 _He acts confident but he's nervous about_ _ **something**_ _. A bluff, maybe?_

"Lookin' a little fidgety for a guy who supposedly has nothing to worry about," Spider-Man pointed out.

"I'm talking to a guy with a history of violence and a tendency to beat people he thinks broke the law. Wears a red and blue wetsuit and pretends he's funny. Also recently broke into my nightclub and is now harassing me. Know him?"

Peter did a double take. He really hoped people didn't actually think of him that way. Although it was technically true.

"Huh. Kudos, guy; you're the first one in Vale to spout a quip that actually threw me for a loop," he chuckled.

"Good to know. Now scram. Talk to a cop, go fight crime, hire a hooker – I don't care. Just get lost before I open up for the night. I don't need my attendees freaking out because I've got some psycho in pajamas ruining the mood."

The hero frowned. _If he's telling the truth, I can't make a move against him without getting into hot water with the local authorities,_ he thought. _Then again,_ _shouldn't I be used to that by now?_

Still, he usually didn't have someone like Ozpin overseeing his actions. The last thing he needed was to potentially bring the issue of the local authorities on the headmaster's shoulders, especially with the Wendigo out there already drawing his concerns.

Plus, if Ozpin could get some legal leeway in, then Junior could be handled by people who could work the political field. The right authorities get Junior, Peter avoids issues with said authorities, and ends up with more time to hunt bigger fish.

"Alright, fine," he finally answered. "I'll take your little story and see what the boys in blue say."

"You do that."

The shift was subtle, but Peter caught Junior's gaze move. His eyes looked over the arachnid's shoulder, and a split second later, the spider-sense roared to life. The bartender was on the floor by the time Peter moved. A dart, wickedly sharp, shot past Peter, narrowly missing his arm.

Almost in unison, the dance floor goons trained their weapons on him and opened fire.

"What gives bro?!" Spider-Man hollered over the gunfire as he bounced across the floor, dodging gunfire and zipping between thugs. A pair of well placed web pellets downed two men.

 _Maybe he wasn't as cool with the VPD as he wanted to let on._

It would certainly explain the man's apparent anxiety over the situation.

Making his way through the room was effortless. He caught the twin ladies – one red, one white – watching him from the front entrance. He wondered what their role in this whole ordeal was.

He spotted one of the henchmen trying to make a call. Spider-Man's foot planting into the thug's stomach cut the call short, but he knew he couldn't stop everyone from calling in backup.

Assuming they hadn't already done so.

 _Better safe than sorry_ , he concluded, an idea forming when he glanced at the DJ station. One of the suits stood by the soundboard, a red and black bear mask encasing the majority of his head. The assault rifle he held thundered as he sprayed the floor around Spider-Man with Dust rounds.

Peter was in front of him in a flash. "Sup, Deadb3ar!" he taunted gleefully. A swift upper cut, followed by an elbow to the sternum put the musician flat on his back. The hero ducked when bullets whizzed overhead.

"Hope you guys don't mind a little music," he cackled as he reached up to the soundboard. The big nob labeled 'volume' quickly became his friend as he cranked it up. The music suddenly blared to roaring decibels. Nobody would be making any decipherable phone calls now.

He then spotted a similar control, but this time, for the lights.

"Or perhaps a little light show," he added menacingly. The moment he readjusted the second nob, the nightclub lights went into overdrive. Suddenly, the room was a strobe light extravaganza. Peter squinted and ultimately shut his eyes.

 _Spider-sense, your time to shine._

He closed his eyes as the disorienting room was painted in his mind's eye by his supernatural sense, free from the abhorrently bright flashing lights and only mildly disturbed by the loud music.

The hero vaulted off the DJ station. He could 'see' his foes. They were trying to get their bearings through the sudden sensory overload.

"Not much of a party animal," he shouted, although no one could hear him. He webbed up a pair of goons in the confusion. "But this is a beat I can get behind!"

He moved through their ranks without opposition. His enemies fired, but even under normal circumstances, dodging bullets was child's play for the hero. With enemies disoriented by a makeshift stun grenade the size of a dance floor, their aim was a joke.

Unbeknownst to the Earthling, two new sets of eyes would soon be on him. One amber, one a mix between pink and brown.

~X~

It had happened by chance. Blake saw the strange, dual-colored girl weaving across rooftops and between dark alleys. Her cat-like eyes tracked the stranger through the shadows effortlessly, wondering who she could be.

Several gray vans followed the girl as best as they could, zooming through the streets. Something inside the young faunus told her that things weren't as they seemed here. _Something_ was going on.

And it was by a split-second decision that she quietly followed the strange group.

When the stranger approached a dark building, the young Belladonna watched as a large suited man ran out to greet her. The sliding doors to the vans opened as they screeched to a halt and…

Blake's eyes widened when figures rushed from the vehicles. Figures wearing familiar masks.

 _The White Fang…_

The girl rushed inside before the door slammed shut. The remaining gunmen stayed outside and began forming a defensive perimeter. Blake watched as they took up positions around the building, hiding from sight.

When she noticed their positioning and the fact that they aimed their weapons at the building itself, she realized that this was no defense. They were prepping an _ambush_. But for whom?

It could have been another Dust heist or a gang war. It might have been Vale's masked vigilante or some other unforeseen factor. Whatever it was, Black wanted to know. What she did know was that their target was inside the building, and they were looking to flush it out.

She moved quickly, working her way around the surrounding buildings to get a better view of the whole complex that her quarry had rushed into.

The cellar door to the place was torn open. For a building guarded by a mountain of a man in a suit, it seemed awful careless to leave a door open.

 _Unless someone recently forced their way in._

She had seconds to spare before the group would surround the building and find the door. She needed to get in now.

With nimbleness characteristic of the animal after which her faunus heritage took its nature, she made her way down to the entry point. She could see the faintest traces of disturbances in the dust in the shape of footprints. Yes, someone had definitely gone in this way.

The student crept inside, wary of any traps. What was once a dark hallway was partially illuminated by the light behind an open door up ahead. From beyond the door thundered music that one would expect to hear at a nightclub. Blake spared no glance at the door as she entered a stockroom of sorts.

She ignored the crates for the most part. She thought she saw an open one stacked with wine, but paid it no mind. The second door, also open, led inside the nightclub, where music roared at unreasonable volumes and lights flashed with wild ferocity.

And above it all, her sensitive ears picked out gunfire.

Blake moved in, wincing and squinting at the sudden overload of light and noise. A shelf lined with fine wine blocked much of her view, but she knew beyond it lied a battle zone. Something serious was going down.

She looked around, finding a strange exit from the hidden area she had entered, where the shelf left room between itself and a low cut section of the ceiling. Blake rushed there and effortlessly hauled herself up and crouched low, once again squinting in the light.

And then she saw him.

Through the mess of flashing lights and pumping music assaulting her senses, she caught sight of a figure like no other. A blur, an almost invisible shadow against the backdrop of flashing lights, dashing between disoriented suited men with guns. They fired at him and shouted, but he just danced between them. A quick shot of something from his wrists here and one there, and two men fell subdued, weapons clattering uselessly to the ground.

In it all, the blasts were the first thing she used to truly identify the figure with. Too much light, too much noise. She couldn't make out color very well in the mess of strobe lights. But she could see the extravagant aerial acrobatics. She knew of one person in the city who was that agile and fired something from his wrists.

Blake inhaled sharply at the sight of her target, surprised at how lucky she was to have found him so quickly. No less surprising was the young man himself.

Even in the unyielding light, the faunus was able to catch sight of his movements. Years spent on the battle field had desensitized her somewhat to distractions like loud noises and lights. With each flash of fluorescent white, the vigilante moved across the room. Outrageously quick and agile, he dispatched opponents left and right. No one on that dance floor held a candle to him in the art of movement.

The flow of water was too rigid to compare this Spider-Man to.

No, he moved like _lightning_.

 _The reports don't do him justice. I haven't seen anyone this fast since...since…_

Since Adam.

A thug went down. Another followed. It was happening so fast; between the light and the noise, she knew it was nearly impossible to track the other teen's movements – and if _she_ was having a difficult time, the men on the dance floor were so hopelessly outmatched that it was comical.

The fact that he moved so effortlessly in conditions that should have crippled the senses lent to her theory that he was, in fact, a faunus. Humans just didn't have the kind of acute sensory required to make their way through this mess.

Heck, even most _faunus_ lacked that kind of power. She wondered what kind of senses a spider faunus could boast that allowed him to retain clarity in circumstances like these?

The one-sided battle raged on before her. Spider-Man made quick work of his opponents, and he was running out of thugs to work through. Blake wondered what had started the whole ordeal.

She made a quick effort to focus more on the goons on the dance floor with an overqualified partner, but found that they were not, in fact, the White Fang. Probably the club's private guards.

Blake pursed her lips. How could she approach Spider-Man in all this? Through the conundrum, he might mistake her for an enemy, and it was unlikely her voice would carry over. She could try to make submissive hand signals, perhaps holding them up to show she meant no harm?

 _Then I'll have to wait until he's done out there, or else I'll get shot too. But that gives the White Fang time to-_

The double front doors rolled aside. The music suddenly cut and the lights stopped flashing, instead reduced to a dull white glow. Spider-Man abruptly stopped. He was holding a club guard by the scruff of his neck when the world came to a screeching halt. Blake finally saw him in full. His trademark red and blue suit put from her mind any doubt she might have harbored that she was looking at the wrong man.

From the doors came forth a girl. Two more elaborately-dressed females were waiting by the door. Had they been there the whole time?

The middle girl was the strange, pink and brown character Blake had spotted earlier. She was shadowed by what looked like twin, elaborately-dressed sisters. One wore a red dress, the other a white one.

"Ice Cream!" Spider-Man abruptly shouted, gently tossing the disoriented goon aside. "Long time no see! How have you been?"

Blake blinked, her world momentarily screeching to a halt.

 _That voice..._

His voice was heinously familiar. It was bombastic and enthusiastic – almost as if she was listening to a male version of Yang. Off the top of her head, Blake could only think of one person who matched that description in the slightest.

The pink and brown girl smiled and twirled her parasol. There was no warmth in her smirk. Spider-Man was unfazed by her silence.

"Good, good!" he continued. "And look! You're making friends! Oh I'm so proud of you - wasn't that long ago that you were trying to stab me in a dark alley! And now you've got Thing One and Thing Two, but with a wardrobe upgrade. All I'm missing now is a cat in a hat."

 _...What in the world is he talking about?_

Said 'he' was also reminding her of RWBY's only male roommate, if only louder and more ecstatic.

But that comparison felt impossible after a moment.

Sure, they both fought with their hands, but Peter was brute strength. Sure he was quick, but his selling point was the monster power housed in his deceptively small frame. Spider-Man, from every account she had heard, and from first-hand experience, she knew had speed as his key strength.

For a moment, she considered the idea that the two were one and the same. But the idea of someone with reflexes so unnaturally quick and speed as intense as Spider-Man's coupled with the outlandish strength Peter boasted sent a chill down her spine.

 _If_ Peter was Spider-Man, then she'd have to acknowledge that kind of Semblance. _If_ they were the same person, then in theory…

Then in theory she was looking at perhaps one of the most powerful individuals in the city. Probably one of the strongest huntsmen of his age.

 _The ability to move faster than most people can react and the strength to stagger a Deathstalker with a_ _ **punch**_ _, never mind hauling the thing off a cliff..._

Someone like that would have been able to dispatch nearly any opponent in a heartbeat. Blake had met powerful people in her life, but _no one_ could boast free access to unnatural speed and reflexes _along with_ monster strength, not to mention agility and flexibility to boot.

Even Adam, the strongest man she had ever met, had to sacrifice one of those aspects. He was fast and agile, but his offensive attacks could only reach such an apex if he could trick his opponent into feeding his Semblance.

If Peter was Spider-Man, that prerequisite didn't seem to exist. If the two were one and the same, then Spider-Man could harness strength untold at a moment's notice and find equal speed in equally short time.

Pyrrha Nikos, for example, was widely considered the strongest huntress of this generation of students. She was fast, nimble, and struck hard. Her Semblance was a mystery but she won tournaments without being so much as _touched_ by the competition.

If someone like Spider-Man had Peter's strength, then he was not only faster than Pyrrha, but also hit harder.

His name would have been known worldwide. He would have been an international sensation and one of the top contenders for Pyrrha's title. He would have been her only opposition, the ultimate obstacle in her path to becoming the best, and she would have been his.

Their rivalry would have been legendary, their names going down in history. The girl who couldn't be touched versus the boy who ran like lightning and struck like thunder.

But none of that happened. Spider-Man was purely local and most of the people at school couldn't have cared less about who Peter was. One their own, Spider-Man and Peter had impressive Semblances with the former being famous for his actions and the latter only recently getting started at a huntsman academy.

As one, however, they would have demanded attention that made subtlety nigh impossible. And if Spider-Man was as serious about being a hero as Blake thought, and if Peter was to dedicate himself to the protective role of a huntsmen, why split his strength between two alter egos when more lives could be saved through full use of the Semblance?

"Ooohhh, was this a trap?" Spider-Man hollered from the dance floor. "No wonder Junior was so upset, what with him waiting for you guys to protect him from the big, scary Spider-Man." He paused to glance around. "Speaking of Junior...where _did_ he go?"

 _What if they're connected, but not one?_

A rationalization formed in the young Belladonna's mind, not of one individual, but of two – perhaps a pair of family members inheriting two opposite Semblances. Suddenly, it made sense. She imagined two brothers, one strong as a mountain but unable to move as fast as the other; the other quick as the wind but unable to match his sibling's raw power.

She felt as though that checked a number of boxes. Similar voices from similar genes, but Semblances as opposite as two unique souls could be. Aura and Semblances typically didn't follow the rules of DNA and genetics, so two brothers could have different Semblances while sounding or looking the same.

And if Peter and Spider-Man were related by blood, then it was likely that Peter _was_ some kind of faunus who was trying to keep his nature a secret like she was. It would explain how he had noticed the Nevermore so easily.

And it would explain how both had gone so unnoticed. They could have been two sides of a coin – infinitely more subtle than one diamond jewel that would have been the result of a Semblance like Peter's and Spider-Man's fused together.

 _I can find a way to test this. Just need time._

In the meantime, she needed to deal with the ambush outside. If she made herself known now, the trio on the dance floor might call for help, and then they'd all be surrounded by armed men.

She'd deal with them first, and then return to help her quarry.

There was also the small issue of the fact that, if she was going to spend any time near Spider-Man, dozens of White Fang members would see her regularly. If she was going to work with the vigilante, her face might be all over the news, and she did not need that.

To take a page out of Spider-Man's book, Blake would need a mask. Plan A had been to use a piece of cloth that she had brought as a face cover, but the White Fang had involuntarily provided her with something a little more concrete.

She put the mask acquisition at the top of her priorities. In the meantime, the cloth would do.

Blake donned her impromptu cover and rushed back outside.

~X~

Ice Cream and the twins, it seemed, had no further patience for Peter's jokes. As a group, they dashed forward. Spider-Man backpedaled, employing a quick handspring to avoid what his spider-sense affectionately identified as a 'big problem' - namely, Ice Cream's foot.

Peter frowned and risked a glance at he DJ station. If he could get those lights running again, this fight would be a lot easier.

Spider-sense.

He dodged when the white twin's high kick – and razor toe knives – nearly caught his shoulder. He bounced back, landing in a crouch and firing twin web lines. The red twin dash in front of her sister, and with a quick flick of her wrist and a flash of steel, the lines were cut mid flight.

 _Razor-_ _tipped shoes and gauntlets_ _. Does these people have to turn_ _ **everything**_ _into some sort of weapon?_

Above _._

He craned his neck to the side. Ice Cream's parasol – blade extended – plunged through the air where his head had been. The owner of said weapon appeared at his side. She threw a kick, wickedly fast, and aimed at his neck. Spider-Man leaned back, all too aware of the red twin's gleaming claws approaching his exposed chest.

He managed to slap away her hand with a precisely-aimed strike at her arm and narrowly avoid Ice Cream's heel, but the third threat materialized behind him. His spider-sense went wild. Caught between three attacks, he tried to avoid anything fatal, but something crashed against his lower back and sent him stumbling forward.

Again, his supernatural sense screamed, and he ducked, avoiding a blow. A shadow appeared before him and the last thing he saw before throwing himself to the side was Ice Cream's knee closing in on his face.

His desperate dodge worked, but the twins, sensing Spider-Man's splitting of attention between them, moved to capitalize on their golden opportunity. The red one was a fraction of a second faster than her sister. Her hand, encased in a clawed gauntlet that resembled Wolverine's legendary claws, fired towards Peter's head.

The youth's supernatural speed became his best friend – second only to the spider-sense – when the claws approached his side. He twisted and, with calculated precision, reached out and let the blades pass inches above his arm. His fingers curled around the girl's wrist. He heaved, yanking the Wolverine knock-off aside in time to block the white twin's kick, razor-tipped toes pointed away from him.

With a twirl, he threw the white twin where his spider-sense told him Ice Cream was approaching from. The parasol-wielding criminal, in turn, vanished in a flash. Peter was undeterred, pivoting on his foot and tossing the red twin next, her body crashing into her sister.

His third opponent appeared in front of him abruptly, startling the young hero. Her weapon, aimed at his shoulder, thrust out. Peter yelped and moved, the parasol blade slicing a tiny portion of his costume.

 _Man, she is_ _ **fast**_ _._

Her second attack came out equally fast. He managed to block it and move for a counter strike, but just before his fist could connect, the mysterious woman shattered into glass. His fist passed through empty air, and the white twin was suddenly there, ready to rumble.

He redirected her blow with his forearm and away from his midsection, but this deterred neither her nor her sister. The red look-alike wasted no time in aiming her razor claws at his thigh. Spider-Man stretched, body lifting off the ground to avoid the low blow. He arched his back to make extra room between him and the blade.

He managed to land a kick on his way up on the white twin in the confusion, but his eyes then widened in dismay when he sensed the most dangerous of his three enemies thundering downward from above him. Still in the air, he gritted his teeth and forced himself to turn to protect his spine from getting the literal boot. Instead, he found a heel forcing the air from his lungs when it planted itself into his gut.

Peter wheezed when he crashed to the ground, flat on his back. Almost on reflex, his arms came up, but his fingers wrapped around empty air when his pastry-themed assailant disappeared in her trademark shower of glass and light.

The twins, whatever they had planned for Peter, was forced to a stop when he gritted his teeth and leaped to his feet. He whirled around, firing a pair of blasts of webbing at the two sisters. No sooner had he done that than he charged forward. As expected, the two cut through his webs with murderous ease, but didn't anticipate Spider-Man appearing in front of them.

He surged between them, one arm each looping around a twin. His grip locked, Peter threw himself to the floor, rolling with the pair in hopes that Ice Cream would have no opening in the tangle of limbs. Momentum carried their roll quite far.

Spider-Man ended up on top, a foot planted on the white one's chest while his arm held the red one up by the scruff of her dress.

A blast of webbing to the white twin's face at point blank range blinded her for a moment, and the arachnid focused on his red adversary. He tackled her to the ground, preparing to ensnare her in a web, only to be forced into a frantic dodge when his spider-sense warned him of a...a missile?

The projectile rocketed past him, exploding in a shower of debris and shrapnel on the far side of the room. Peter whirled around to find Junior approaching from the darkness. He held a _massive_ shoulder mounted weapon.

"Oh what is this?" Spider-Man groaned. "The Flamboyant Four? What, did you guys have a club meeting about this or something?"

"Just business, kid," Junior grunted, taking aim once more. A series of smaller rockets fired this time, arcing through the air.

"Then I'm pretty sure there are anti-trust laws against this!" Spider-Man hollered, leaping out of the way of the closest rocket. The remaining ones trailed after him, and he flipped across the dance floor to avoid the series of following explosions.

The original trio got to work returning to the fight. Red went to work slicing his webs from her sister as Ice Cream charged. Spider-Man met her just as Junior charged onto the floor.

Her first attack was aimed high. Spider-Man moved with practiced ease to avoid the blow, engaging his opponent in a blur of motion. The young woman, ever quick, responded with a flurry of movement in response. A kick here, a blocked punch there – the two danced in a deadly _pas de deux_.

Junior joined, and Spider-Man ducked, a heavy club – he assumed it was the melee form of the rocket launcher – passed over his head. Ice Cream jumped back to give the larger man the space he needed to use his weapon of choice.

Peter sprung up from his crouch, planting a solid punch onto Junior's jaw. He caught side of the twins charging him, too.

He back flipped when Red's claws came dangerously close. The moment his foot hit the ground, he was rolling away from White's bladed toes. He caught a glance of the ceiling lights above the dance floor. It was like a carousel of spotlights.

Planning quickly, Spider-Man tensed his legs and leapt into the air. His jump was almost vertical, and he caught sight of his opponents throwing him mirroring looks of surprise. The vigilante fired a web line into the ceiling, and just as he did so, he rose to level with the second floor.

He grabbed his web line and scrambled up. His spider-sense warned him of an incoming danger, and he leaned out of the way of a projectile – an umbrella? Yes, it was Ice Cream's parasol.

It flew past him, slicing through the web line. Spider-Man fired another and jerked himself towards the circular array of spotlights. They burned a fluorescent white, threatening to blind him. He paid no heed and shut his eyes, spider-sense momentarily taking over his motion as he swung himself over to the upper side of the array.

Safely perched atop one of the lights, he opened his eyes. He glanced down. The twins were making their way up and Junior was prepping another rocket salvo. The other girl was nowhere to be seen.

"Speak of the devil," Peter grunted when his spider-sense went wild. A flash of steel appeared before him just before he jumped to another spotlight.

The brown-and-pink menace who owned the weapon nimbly jumped back to a spotlight of her own, feet placed delicately atop the slender frame supporting the two fighters. She smirked and twirled the umbrella before angling it at Peter.

The young vigilante wasted no time

The huntress – at least Peter assumed she was one – struck when he did. She dashed forward in a blur. Spider-Man vaulted over her, firing twin web blasts. She evaded them with a flash of light and a shatter of glass before reappearing on another spotlight. Spider-Man landed opposite her and fired more shots, which the girl avoided with ease, rapidly closing the distance.

Just before she could reach him, Spider-Man smirked. He vaulted backwards, adhesive foot anchoring him to the spotlight. He used his weight to drag the rear of the spotlight down, raising its glowing bulb at his approaching opponent. The beam was suddenly angled directly into her eyes.

He heard a gasp as he completed his flip. Ice Cream's hands had shot up, her teeth gritted in a pained expression from the sudden sensory overload her eyes were introduced to. Spider-Man fired twin lines of webbing, both finding their blinded mark. Gravity did the work as Peter plummeted to the ground, but a yank brought Ice Cream to him that much faster.

They collided midair. The young hero managed his weight and forced Ice Cream below him. Still stunned from the close encounter with the spotlight, she landed flat on her back, and he with his feet planted in her abdomen. The air was forced from her lungs and her squinting eyes shot open in shock.

"Neo!" cried one of the twins.

It took a moment for the young hero's mind to register that it must have been Ice Cream's real name.

A blast of webbing would hold her down for now. Peter put as much of the binding super-substance on her before another rocket was flying his way. He leapt off his opponent, projectile sailing past with a trail of fading smoke.

Junior's roar soon followed. The twins were closing in as well. Spider-Man smiled as the three rushed in. The man's rocket launcher collapsed into its melee form just as the twins lashed out.

He kicked Neo aside, still wrapped in webbing and stunned from the attack. Junior, quite fast for his size, reached Spider-Man first, opening with a swing akin to a batter with a Louisville Slugger. Peter leaned under the attack before vaulting over the first of the twins, Red, who had gone for a low-aimed blow. White's razor toes were next, but her advance was cut short when Spider-Man sidestepped and grabbed her by anchoring his adhesive fingers to her upper back.

He swung her around in time to meet the descending club that had been aimed at Peter. The girl yelped in pain when Junior's weapon crashed against her, sending her careening across the dance floor. Peter capitalized on the moment of Junior's shock by driving a fist into the man's solar plexus. Junior doubled over, wheezing, as his weapon clattered at his side.

"Is it wrong of me to say 'that's for ambushing me'?" Spider-Man questioned, looking down at Junior's form. He received a groan for an answer.

Peter then caught sight of Neo shaking her head clear, eyes regaining their sharp focus. Working fast, Spider-Man fired a glob of webbing at the red twin, plastering her to the floor and making sure he webbed her razor-tipped arms away from her body. The sound of shattering glass then greeted his ears. His supernatural sense went wild a moment later when Neo appeared beside him, launching a furious kick, her apparent favorite attack, at his head.

He blocked it with his forearm. The young woman's face was red with frustration, colorful eyes narrowed in a murderous glare. The white twin circled around to try and free her sister, but the boy knew her toe-blades would take a minute to cut through the amount of webbing he had just expanded. His left web-shooter was running low, but he had bought himself some time.

Neo, meanwhile, sparred furiously with Spider-Man. Her umbrella was missing, but if anything, her rage had made her more lethal. Spider-Man felt the pressure from her attacks.

Junior, stumbling slightly from the air he was still trying to bring back into his lungs, approached the fight once more. Soon, Peter found himself fending off two opponents again. He kicked off Junior's club when Neo retreated for a moment to give her partner a chance to work. No sooner had Junior swung his club than the enraged woman appeared at Spider-Man's side. He twisted to avoid her, only to find himself on the receiving end of Junior's surprisingly-fast swing. The club cracked against Peter's back with a solid _thump_ , sending him clean through a glass display. He tumbled across the floor.

"Is it wrong of me to say 'that's for being an annoying brat'?" Junior sniped.

 _Just shake it off Spidey_ , Peter mentally told himself. He pushed the dull pain in his back to the back of his mind.

"I get it," Spider-Man grunted while rolling back to his feet in a crouched position. He aimed his right web-shooter at Junior. He fired. "The nightclub's owner has a club for a weapon."

"Dust, do you have an _off switch_?" Junior cried, dodging to avoid the web blast that almost hit him in the gut. He inhaled sharply when he heard White's surprised outcry when the blast hit her square in the face behind him. Her progress on Red's binds was put to a temporary halt.

Peter grinned. _The perfect angle_ , he mentally cheered.

"Sorry, no," he replied. "But, I do come pre-installed with different genres of quips. For knock-knock jokes, press one. For bad puns, press two. To speak with a customer service representative, press three."

Neo chose that moment to appear in front of him. She crashed into him head on. Spider-Man caught her hands reaching up to his face just as she impacted. Her delicate face was contorted in a grimace of fury.

She kicked out at him and he jumped over her to avoid the blow. She immediately pounced upward, engaging the arachnid hero in a midair tackle.

Having nowhere to go, he was forced to deal with the ball of multicolored fury. She crashed into him and threw them both aside with momentum. They hit the ground tumbling, rolling across the dance floor. Despite Spider-Man's attempt at ending up on top, Neo pushed for dominance with aggressive progress.

She ended up straddling him, a hand gripping his neck. Peter grunted and grabbed her arm, forcibly prying the skinny but strong fingers from his throat. The girl was no weakling, but even while holding back the vast majority of his power for camouflage, the arachnid still overpowered her.

Spider-Man surged forward, throwing a surprised Neo to the side. He aimed a web-shooter, ready to subdue his opponent, but she shattered in a shower of glass again.

Peter sighed. Neo was a slippery one. He frowned, though, at the sight of the shattered glass she had left behind on the floor when she had disappeared. He had yet to see the stuff up close, until now.

 _This glass that she leaves behind when she teleports...it's physical. Almost like a clone or decoy._

He knew Semblances tended to stick to a theme. What were the odds that Neo could leave glass decoys _and_ teleport?

 _Wait, what if she's not teleporting? What if that's not her Semblance at all?_

Neo appeared at Junior's side, gesturing for him to go to the twins. He nodded and did so, launcher collapsing into a club. He rushed back to the girls just as Neo took a step forward, eyes settling on Spider-Man. Peter, in turn, watched her like a hawk.

 _Next time she does that, I'll try to focus on my spider-sense. Let it find her, not my eyes._

The young man smirked. "You know, I'm having a great time, Neo. We should do this again sometime. Say, tomorrow night? Between you and me, though, the bearded guy with a taste in weapons as unrefined as his wine doesn't add much. Leave him behind next time."

Neo's eyes narrowed dangerously. Her firsts clenched and she thundered forward. Spider-Man responded in kind, surging forward, fist balled and arm cocked back.

His eyes wandered aside, however, when he caught a glimpse of movement. A shadow descended from the darkness-

Spider-sense.

Peter let out a yelp when his distraction at the sight ruined his focus. He threw himself aside to avoid Neo's kick, but she still managed to nick his shoulder. Spider-Man landed in a roll, gaze snapping up just in time to witness a figure crash into Junior.

Neo and Spider-Man both froze when the nightclub owner was thrown from his kneeling position by the twins and into the wine bottle shelf with a shout. Bottles came toppling down on him even as a pool of glistening red wine grew around him. He groaned, shaking his head, and looked up with a pained expression.

All eyes were on the stranger. Garbed in black and white, she wore a White Fang mask framed by long black hair. At her side was a strange, black, cleaver-like blade. Spider-Man blinked. The whole outfit looked devilishly familiar.

"Who are _you_?" the hero grunted.

"Who the _hell_ are you?!" Junior growled, rising to his feet.

"Mmmf!" cried one of the twins, mouth wrapped in webbing.

Junior and Neo managed to exchange wary glances right before the stranger swung her blade. An arc of purple energy thundered forward towards Junior. He gasped and dove out of the way, the glowing arc crashing into the wine shelf.

She whirled around, pointing the sword at Neo. The weapon transformed as the stranger wielded it, forming what Peter recognized as an odd pistol. The quick, rapid fire bursts of Dust rounds that were fired a moment later confirmed that suspicion. Neo dodged the attack with ease while Junior scrambled for his weapon.

Spider-Man moved. He couldn't quite place the girl's identity, but her allegiance did not lie with Junior and Neo. That was all he needed to know at the moment. He closed in on Neo, the most dangerous opponent in the nightclub.

She, in turn, vanished. Immediately, Peter shut his eyes and focused on the mental image that his spider-sense painted of the world around him. He 'saw' Junior battling the familiar girl. He sensed the glass still falling to the ground from where Neo had stood.

And then he sensed _her_. She was sailing through the air. Peter's eyes snapped open and he realized that he couldn't _see_ her, and without focusing on his spider-sense's input, he found that he couldn't track her.

But she reappeared some distance away, sprinting towards something.

Peter rocketed after her. His hunch was right! She was not teleporting, but her presence was masked with something powerful. A disguise so keen that he had to focus hard on what his spider-sense told him in order to track her. It was like all those times he had used it to pick out minute details in his surroundings by blocking out his other, lesser senses.

As he chased Neo, he saw Junior marching towards the newest addition to the party, his fingers wrapped around the club. Neo, meanwhile, swooped low and scooped something off the ground. Spider-Man recognized her signature umbrella.

She pivoted on her heel, turning to face the arachnid. Her parasol was aimed forward at him and her eyes never left his form. Spider-Man closed the distance in moments, choosing to save his web fluid for the time. That proved to be a mistake, because as soon as he reached Neo, something flashed in her eyes, and she was gone.

Spider-Man focused again. He caught the faintest glimpse of her in his mind's eye.

"Crap," the hero managed out when he realized where she was heading. "Look out!"

The girl in the White Fang mask looked over her should just in time to see Neo appear, descending upon her, bladed tip of her parasol aimed at her spine. The girl tensed and jumped back, leaving something in her wake. Peter's eyes widened when Neo's weapon sank into a stone replica of the masked girl.

 _That Semblance...and the hair, the weapo- is that_ _ **Blake**_ _?!_

Blake, if it truly was her, leapt away from Neo. Junior made a dash for her, club raised over his head. She rolled aside as the blunt weapon smashed against the floor where she had been standing, shattering the tile finish.

For a moment, Spider-Man was stunned into inaction. Why was _Blake_ here? Why was she wearing a _White Fang mask_ of all things?

Neo continued to wrestle her parasol from the stone statue of Blake while Junior and the girl in question sparred. Although it was clear Blake had the upper hand over the slower, less elegant bruiser. When Peter saw Neo had removed her weapon and was training her eyes on Blake, his surprise was replaced by the realization that Neo was still very much intent on making this a two-versus-one fight by getting rid of the newcomer.

Acting fast, Spider-Man leapt through the air, flipping to make sure he landed facing Neo. He did just that, feet touching down between the brawl occurring between Junior and Blake and the umbrella-wielding maniac intent on ending the latter of the two.

Neo skidded to a stop, eyes trained on the arachnid. Before she could make a move, however, she froze when a sound reached the ears of the group. From somewhere nearby – just outside, by Peter's estimation – roared the sound of police sirens.

Spider-Man could tell Junior and 'Blake' – he was still having trouble believing it was her – had also stalled their fight. Still, Peter smirked at the sound of the VPD. "Just like last time, eh, _Neo_?" he drew out the name to play with the criminal.

She shot him a venomous look before huffing and tensing. Peter knew what would happen closed his eyes. As the elusive girl vanished in a flash of light, Peter focused in on the mental picture his spider-sense was painting of the room. His supernatural sense had been trained on her even before she vanished.

Except, unbeknownst to her, Spider-Man could 'see' her in his mind's eye. His focused spider-sense tracked her movements, almost invisible even to him, as the faint trace of her presence rocketed through the open doors.

He had been about to go after her when he heard Junior's weapon clatter to the ground. He turned to find the man getting down on one knee, hands folded behind his head. Blake had her cleaver raised to his throat.

On instinct, Peter's eyes moved to the other girl.

The outfit, the weapon, the Semblance, the hair – it all screamed Blake. It had to be Blake but Peter _couldn't_ believe it was her because _why was she in a White Fang mask?_

But who else could it have been?

Peter realized that there was too much to be done. Neo was escaping, and Junior needed to be taken into custody. If the man had as much leeway with the police as he claimed, Spider-Man suspected that he'd need to stay to corroborate anything to help ensure Junior was locked up.

And he certainly wasn't going to leave 'Blake' here with him. He wasn't fully trusting of anyone wearing the Fang's signature attire just yet.

 _If I chase Neo now Junior gets a free pass to feed the police whatever junk he comes up with as a cover up. I might not find her, and he might go free with a pat on the back from the police. Plus…_

Spider-Man glanced at Blake. She, in turn, pivoted her head to look back at him.

 _...I need to figure_ _ **her**_ _out. But how do I do that without giving her ideas about who I am? What if she recognizes my voice?_

Peter knew he couldn't handle all of those things in unison. Making a quick decision, he refrained from chasing the elusive Neo. She would be back. There would be another time and he'd capture her. One thing at a time; right now, that thing was Junior. Then Blake. Then Neo. Then whoever sent them.

Rushing footsteps greeted the group's ears. Again, Peter glanced at Blake. He'd have to be careful talking around her, in case she heard the Peter Parker in him.

"Police!" thundered a voice as a group of men and women rushed through the double doors to the dance floor. Garbed in blue and holding out pistols with styles very different from Earth's, the group scanned the room. Their eyes fell on the mess in the middle.

"Gentlemen!" Spider-Man greeted with an exaggerated wave as he stepped forward. He tried to deepen his voice a bit to sound less like Peter around Blake. Anything to keep his identity safe while still getting Junior locked up.

"Freeze!" shouted the lead officer.

"Right, standard procedure and stuff," Spider-Man complied. He raised his hands in a mock gesture while nodding to Junior.

The cops moved down the stairs, scanning the room as a unit. Finding no traps or devices, they moved to the dance floor, weapons still on…

 _Why are all the guns pointed at_ _ **me**_ _?_

And Blake, apparently.

"Spider-Man, you're under arrest for assaulting this establishment and for involvement with the White Fang."

Peter blinked. "What."

The officer produced a pair of handcuffs. Peter lowered his arms, to which the cop replied by training his pistol on him again. "Hands _behind your back_!" he roared.

"I didn't- "

"Cuff that freak, officer!" Junior shouted. "Him and his girlfriend were about to kill me! Something about 'sending a message!'"

'Blake' whirled around. "No we weren't!" she shouted. She even sounded like the Blake Peter knew.

"Then explain all _this!_ " another officer growled, gesturing to the dance floor. The unconscious or webbed up bodies of the thugs Peter had fought earlier were still strewn about the place.

"And explain the small army of White Fang trash outside this place!" said another officer. She glared at Spider-Man, then at black.

 _White Fang outside?_

Spider-Man knew nothing about that but he knew how bad the situation looked for him.

It had been a setup the whole time, he realized. Junior had put them right where he wanted. He didn't kneel in surrender to his arrest – he had disarmed himself to make it look like he had been beaten to put on a show for the police!

"Now, hands behind your back," commanded the officer. "Let's make this nice and easy and nobody gets hurt."

"I didn't _assault_ this place! Junior attacked first!" Peter cried.

"You broke into my home and threatened me to my face, _'course_ I fought back!" shouted the club owner.

"Quiet, both of you!" barked the officer. "Spider-Man, _stand down_! And someone, cuff that girl already."

 _Not like this. Too much_ _bad_ _evidence stacked against me, and way too many people on Junior's side here. Sorry Ozpin, looks like you're coming back from the forest to a royal headache._

Spider-Man jumped, performing an elaborate backflip to dodge a bullet from a trigger-happy officer midair, and landed on the wine shelf. He rapidly retreated to the opening that he knew would lead to the tunnel he had used to get into the place to begin with. The shouts of officers greeted his ears.

He was outside in moments, slipping effortlessly through the darkness of the tunnel, guided by his spider-sense. Once outside, he rapidly changed the cartridges in his web-shooters, knowing he was out of sight. As he leapt up and swung away, he noticed the bodies of White Fang members lying around the nightclub. Just what had happened?

Spider-Man landed on the wall of a crane parked in a construction zone not far from Junior's club. He was heading deeper into the industrial district. Clamoring along the side of the crane, he jumped to the wall of a half-completed building, several stories high, and made his way up.

He hauled himself over the edge, high above the streets below and out of reach of the cops. The wind was colder up here. The steady breeze sent a chill through his suit as it swept up stray cigarette butts along the rooftop. Somewhere to the side, a crow squawked.

Peter's breathing was a little labored from the fight and the getaway. He felt a bead of sweat run down his arm.

"That scheming little weasel," the youth grunted. "Setup _twice_ by the same lowlife in less than an hour…Ugh, I should have expected _something_ if I thought the guy worked with Torchwick of all people!"

And then there was the issue of-

Subtle movement caught his eye. Immediately, he froze when a familiar masked figure came up over the side of the rooftop. She moved with practiced grace, raven hair flowing behind her as she landed. Spider-Man heard her breathing, a little winded just like he had been.

 _...Blake._

There was silence between the two, even when the girl looked up at him. The blank White Fang mask's hollow eyes met the expressionless lenses of one of New York's greatest heroes. The duo stared each other down for several moments. Finally, Peter watched his mysterious aide rise to her feet. She did so slowly and deliberately, showing him her hands as a sign of a submissive gesture.

And then for the first time, the cat spoke to the spider.

"Hello, Spider-Man."

~X~

It didn't make sense. Ozpin's eyes darted about, searching the woods. Glynda was not far from him, equally unnerved. Her lips were pursed. Not far ahead of them, Peter Port rapidly scoured the thick underbrush for signs of Grimm presence, past or present.

None of it made sense.

Ozpin's knowledge of Wendigos exceeded that of his peers. He recognized from the look of the Wendigo that it was no toddler by Grimm standards, but it was far too young to be pulling maneuvers of this capacity. Only the oldest Grimm toyed with Huntsmen like this.

 _Where is_ _it?_

It was gone. It wasn't following the last known location of Team JNPR and it was no longer on the cameras. It had just up and _vanished._

 _Where_ _ **is**_ _it?_

One didn't simply _lose_ a Wendigo like this. And while Wendigos could be spectacularly powerful, this one was just _too young_ to be so smart as to lure out prey like this.

Its sudden appearance, its avoidance of all the surveillance systems in place, and its disappearance and failure to follow its prey like the behavior of Wendigos indicated kept pointing to a reality Ozpin did not want to admit.

There was no way something so foreign to this region of the world snuck all the way into his backyard without _anyone_ noticing. There was no way it could have vanished so quickly afterward. And unless some other unfortunate soul had inhaled its gas – which implied a random person had _also_ snuck in undetected – and lured it away from Team JNPR, then there was no reason for it to not be approaching the walls.

No, none of it made sense. Unless…

Unless Ozpin's theory was right.

 _This is no_ _mere_ _Grimm attack,_ _is it_?

* * *

 **A/N:** One word: college. That is my excuse for this hiatus. It's been a very intense semester and most of the work I got done on this chapter was on breaks, particularly over winter break. Ideally, future delays wont be like this, as I settle into new schedules and the whatnot. That said, it's good to be back, and I hope you are all doing well!

So, I realize that Blake, being perceptive, has a decent amount of evidence to go off of to figure out Spider-Man's identity. However, there's this idea that people will sometimes see what they expect to see, and Blake certainly didn't expect Peter. We got a glimpse into Blake's understanding of Peter and Spidey's Semblance(s) and why they cannot, theoretically, exist in one person. I think having her assume a familiar relationship between the two is a fairly natural way of keeping her from learning Spidey's secret identity so fast.

As for Neo's Semblance...I'll admit, I'm not sure how she 'teleports' canonically, as I've only seen the writers describe her powers as the ability to create 'physical illusions'. I have an idea for how to explain her 'teleporting,' but we'll save that for a future chapter.

In regards to Spider-Man holding his own against Neo, the twins, and Junior; I think it's totally plausible. If he can take on the likes of the Sinister Six, I'm going to imagine he can hold his own against Neo and a few mini-antagonists from RWBY, but he'd probably get hit a few times against multiple people like that.

Thank you again to everyone for reading despite my school-enforced hiatus. Happy New Year's, friends!

 **guardian xela:** Yes, I did!

 **Machcia:** I certainly wouldn't mind, but it would happen later on down the line.

 **Darth Cody:** Yes, but I actually chose the name before I learned of that. No relation to Marvel's version.

 **Jedi Alex Colbent:** I had an issue with the early seasons of Ultimate Spider-Man (too many attempts at random humor and failure to really produce a coherent plot) and its successor, Marvel's Spider-Man (really weird animation and changes to characters in all the wrong ways).

 **MythAnime:** He's technically not the 616 version, but I wouldn't say he found the gas unbelievable. He found it scientifically monumental, yes, but he was more so surprised at the Grimm themselves (soulless killing machines that also have super powers and vaporize upon death),

 **MeteorElDrago:** I'm not sure if I'll bring any enemies over, just because I'm afraid of robbing RWBY of its unique identity and replacing it with a Marvel world. I think the series deserves some independence.

 **Jeggetts4. 0:** Yeah, it was administered. I touched upon it only lightly last chapter.

 **AhappyReader:** Glad to hear that! Also admit to LOL-ing at your ship joke!

 **Jack54311:** Admittedly, I didn't know the Wendigo existed in the Marvel universe when I chose the name. I'm not very familiar with X-Men storylines.

 **guardian xela:** Exactly! Less acrobatics while Peter, less super strength while Spider-Man. I'm not against more interludes, just gotta find the right times to put them in.

 **tomahawkESP:** Perhaps. Still debating on a 'superhero' name for the gal.

 **Croniklerx:** I'll PM you a response asap (4 AM here so it might not be for a little while).

 **Guest:** I can't answer that just yet, but if I do reach Oscar at some point, I'll definitely try to give him more personality.

 **ARK. T. Maxwell:** Oversleep's hiatus is due to me not actually playing games lately. College has left me little time for that, and with all the updates to Warframe, the amount of new lore is tremendous. I'm awfully out of date on that subject, and until and if I find time to catch up, Oversleep is in a bit of an awkward spot.

 **Guest:** You know, the radioactive blood sample thing is a pretty cool idea. I actually hadn't thought of that. I might look into a way to throw that in without making it a plot point for plot point's sake. As for Morlun; sick-looking villain! And yeah, Spidey is crazy strong, hence why I haven't given him any powers, but I'm open to him gaining perks through his explicit work (say, Dust integration into his gear). And thank you for the links to learning more about his feats, I appreciate that!

 **Raiju001:** Great question about the Wendigo's soul drain vs. Peter's lack of an Aura! Who knows, maybe it will become a relevant concept soon? :)


End file.
